XLON:ICON ESEF Annual Report
ICONIC LABS PLC (XLON:ICON)
ESEF Annual Report
2025-11-18
For: 2025-06-30
View Original
Added on
September 18, 2026
Registered number: 10197256 (England & Wales)
AUDITED ANNUAL REPORT
&
ACCOUNTS
YEAR ENDED 30 JUNE 2025
ICONIC LABS PLC
CONTENTS
Pages
Company Information
1
Chief Executive Officer’s Report
2
Strategic Report
3
Corporate Governance Report
6
Remuneration Committee Report
12
Audit Committee Report
14
Directors’ Report
15
Independent Auditor’s Report
18
Consolidated Statement of Comprehensive Income
23
Consolidated Statement of Financial Position
24
Consolidated Statement of Changes in Equity
25
Consolidated Statement of Cash Flows
26
Company Statement of Financial Position
27
Company Statement of Changes in Equity
28
Notes to the Financial Statements
29
ICONIC LABS PLC
COMPANY INFORMATION
Page 1
Directors
John Farquharson
Victor Humberdot
Béla Lendvai-Lintner
Company secretary
AMBA Secretaries Limited
400 Thames Valley Park Drive
Reading
Berkshire
RG6 1PT
Company number
10197256
Registered office
7 Bell Yard
London
WC2A 2JR
Auditor
Royce Peeling Green Limited
The Copper Room
Deva City Office Park
Trinity Way
Manchester
M3 7BG
Solicitor
RWK Goodman
69 Carter Lane
London
EC4V 5EQ
Financial Adviser
AlbR Capital Limited
3
rd
Floor
80 Cheapside
London
EC2V 6EE
Registrar
Equiniti Group Limited
Sutherland House
Russell Way
Crawley
West Sussex
RH10 1UH
ICONIC LABS PLC
CHIEF EXECUTIVE OFFICER’S REPORT
Page 2
Dear Shareholders,
I am pleased to present the audited accounts of Iconic Labs Plc (“Iconic” or the “Company”) and its subsidiaries
(together, the “Group”) for the twelve months ended 30 June 2025.
Strategic Overview
Historically, Iconic has been a media and technology business focused on developing ventures and identifying
acquisitions in the online media, artificial intelligence, and big data sectors. Our sole asset during this period was
Gay Star News ("GSN"), an online media platform dedicated to the LGBTQ+ community. GSN generates no
revenue for the Group.
During the previous year, we had focussed our efforts on identifying a suitable acquisition target that would
align with our long-term objectives. After an extensive review of potential targets and following the suspension
of our shares, Iconic entered into non-binding heads of terms with the sellers of ITS Holdings 2024 Ltd “(ITS
2024”) the parent company of In The Style Fashion Limited ("ITSFL"), a leading online fashion retailer. On 13
February 2025, the Directors announced that the transaction would not proceed to conclusion.
The suspension of the listing of Iconic’s Ordinary Shares was lifted on 20 May 2025, allowing shareholders to
once again trade in the Company’s shares on the Main Market of the London Stock Exchange.
Looking Ahead
The Board, with help from its advisors, is committed to finding alternative targets while focusing further on
reducing its cost base.
While there are numerous businesses interested in being listed on the Main Market of the London Stock
Exchange, identifying suitable targets takes time and resources. At the outset, any acquisition target must meet
the minimum market capitalisation requirement of £30m. Once this threshold has been met, the Group seeks a
target that can be acquired at a suitable valuation, preferably at a discount, with strong business fundamentals,
experienced management, and solid long-term projections. The acquisition that the Group closes will provide a
sound equity story to the market to generate long-term growth and value for its shareholders.
On behalf of the Board, I would like to express my gratitude to our shareholders for their continued support and
patience during this transformative period. I would also like to thank our stakeholders for their dedication and
trust in our vision.
We look forward to updating you on our progress in the months ahead.
John Farquharson
Chief Executive Officer
Date: 22 October 2025
ICONIC LABS PLC
STRATEGIC REPORT
Page 3
INTRODUCTION
This Strategic Report should be read in conjunction with the Chief Executive Officer’s Report.
Principal Activities
PRINCIPAL RISKS AND UNCERTAINTIES
The following risks are considered by the Board to be the most significant to the business:
Going Concern Risk
The Group’s strategy continues to focus on finding a suitable target. If an alternative target is not found within
a short period of time, there is a risk that further funding will not be available from ABO through its WTGO Fund,
and that whilst the on-going running cost of the Group is expected to be low, the Group may not be able to meet
its liabilities as they fall due.
Revenue, Profitability and Funding Risk
Iconic currently only has one asset, GSN, which is not cash-generative for the Group, and therefore, Iconic
currently generates no revenues. The Group has therefore been reliant upon the issuance of promissory notes
to WTGO for its main source of working capital.
Dilution and Pricing Risk
If the holders of the Group’s convertible loan notes and warrants exercise their full conversion rights, this could
result in them owning a significant holding in the Group. However, the holders’ strategy is generally to sell shares
in the market as soon as practicable following the exercise of such rights and in any event under the original
Financing Facility, inter alia, the holders cannot hold more than 29.9% of the Group. Accordingly, there is a risk
that should the loan note holders exercise and sell shares in significant amounts over a lengthy period, this could
have a material negative impact on the price of the shares.
Financial Risk Management
The Board monitors the internal risk management function across Iconic and advises on all relevant risk issues.
There is regular communication with internal departments, external advisors and regulators. Iconic’s policies
on financial instruments and the risks pertaining to those instruments are set out in the accounting policies in
note 1 of the financial statements.
Key Performance Indicators
The business is currently focused on cash management and operating results.
ICONIC LABS PLC
STRATEGIC REPORT (Continued)
Page 4
BOARD COMPOSITION
As at 30 June 2025, the Board was comprised as follows:
Number of
board members
Percentage of the
board
Number of senior
positions on the
board (CEO, CFO,
SID and Chair)
Number in executive
management
Percentage
of executive
management
Men
3
100%
100%
1
100%
FUTURE DEVELOPMENT AND STRATEGY
Group Strategy
The Group is focusing all of its time, resources, and energy on acquiring a suitable target through a reverse
takeover (“RTO”) to generate long-term growth and value for its shareholders.
In 2024, Iconic entered into non-binding heads of terms with the sellers of ITS Holdings 2024 Ltd “(ITS 2024”)
the parent company of In The Style Fashion Limited ("ITSFL"), a leading online fashion retailer. On 13 February
2025, the Directors announced that the transaction would not proceed to conclusion.
The strategy continues to focus around finding a suitable RTO target.
Going Concern
The Board’s assessment of going concern and the key considerations are set out in our Corporate Governance
Report.
Capital Structure
Details of the Ordinary and Deferred Shares of the Group are shown in note 12. No shares are entitled to a fixed
income. Each holder of Ordinary Shares is entitled to receive Iconic’s Annual Report and audited financial
statements, to attend and speak or appoint proxies and to exercise voting rights at Iconic’s general meetings.
The Group’s Articles of Association (the “Articles”) do not have any specific restrictions on the transfer of shares
or restrictions on voting rights, and there are no limitations on holding such shares. Other than the obligations
contained in the Financing Facility and the Settlement Deed, the Directors are not aware of any agreement
between Iconic shareholders that may result in restrictions on the transfer of securities or on voting rights.
No person has any special rights of control over Iconic’s share capital and all issued shares are fully paid.
The appointment and replacement of Directors and the powers of the Directors are governed by the Articles,
the Quoted Companies Alliance Corporate Governance Code, the Companies Act 2006 and related legislation.
The powers of the Directors are described in the Corporate Governance Report on pages 6-11.
Environmental Issues
As far as the Directors are aware, Iconic’s business activities do not cause a direct and disproportionate adverse
effect on the environment.
ICONIC LABS PLC
STRATEGIC REPORT (Continued)
Page 5
Employee Matters
As of 30 June 2025, and continuing through the fourth quarter of 2025, Iconic did/does not have any employees
and its management is being conducted primarily by John Farquharson. Therefore, the Directors believe that
this information is not relevant for the year ended 30 June 2025 and have not disclosed any information to that
effect.
Social, Community and Human Rights Issues
Iconic seeks to achieve the highest ethical standards and behaviours in conducting its business, with integrity,
openness, diversity and inclusiveness being a priority.
Section 172 Statement
Section 172 of the Companies Act 2006 requires directors to take into consideration the interests of stakeholders
and other matters in their decision making. The Directors continue to have regard to the interests of Iconic’s
personnel and other stakeholders, the impact of its activities on the community, the environment and its
reputation for good business conduct, when making decisions. In this context, acting in good faith and fairly, the
directors consider what is most likely to promote the success of Iconic for its members in the long term. We
explain in this annual report, and below, how the board engages with stakeholders.
Relations with key stakeholders such as employees, shareholders and suppliers are considered in more detail on
page 10.
The Directors are aware of their responsibilities to promote the success of Iconic in accordance with section 172
of the Companies Act 2006. As required, Iconic’s Company Secretary will provide support to the Board to help
ensure that sufficient consideration is given to issues relating to the matters set out in s172(1)(a)-(f).
John Farquharson
Director
Date: 22 October 2025
ICONIC LABS PLC
CORPORATE GOVERNANCE REPORT
Page 6
As Chief Executive Officer of the Group, it is my responsibility to work with my fellow Board members to ensure
that the Group embraces the highest standards of corporate governance and to manage the Board in the best
interests of our many stakeholders. The Board shares my belief that practicing solid corporate governance is
essential for building a successful and sustainable business, and our commitment to good corporate governance
has allowed us to build a healthy corporate culture throughout the Group.
The Group adopts the Quoted Companies Alliance Corporate Governance Code (2018) (the “QCA Code 2018”),
which it believes to be the most appropriate governance code for Iconic. We report our compliance with the QCA
Code in this Annual Report.
As noted in the Strategic Report, the Group had intended to resume its historical revenue-generating offering by
identifying companies in the online media, artificial intelligence, and big data gathering, processing and analysis
sectors with which it could enter into advisory services contracts. The Directors, however, decided to cease this
strategy in favour of focusing all of its time, resources, and energy on acquiring a suitable company through an
RTO to generate long-term growth and value for its shareholders.
The Board upholds its responsibility to govern the Group in the best interests of all its stakeholders. The Board
takes charge of formulating, reviewing and approving the Group’s strategy, financial activities and operational
performance. There are Audit and Remuneration Committees established to provide additional review and
scrutiny in their respective areas. The Committees report back to the Board, following each committee meeting
and make appropriate recommendations with regard to the matters under their purview.
The Board is committed to instilling a culture across the Group, delivering strong values and behaviours.
Iconic recognises all sectors of stakeholders in delivering our strategy and we are mindful of our responsibilities
and duties to our stakeholders. The importance of engaging with our shareholders continues, and the Board
strives to ensure that there are opportunities for investors to engage with the Board.
QCA CODE 2018– APPLICATION, PRINCIPLES AND DISCLOSURE REQUIREMENTS
In October 2019, Iconic formally adopted the QCA Code which is an enabling, principles-based, corporate
governance code for companies focused on growth. Iconic is committed to maintaining and promoting robust
corporate governance structures and processes to support its long-term success. Iconic intends to adopt the new
QCA Code 2024 but as at the date of this Annual Report compliance is based on the ten principles of the QCA
Code 2018, which are listed below together with a short explanation of how the Group applies each of the
principles and reasons for any non-compliance.
Principle 1: Establish a strategy and business model which promote long-term value for shareholders
Details on the strategy and business model are included in the Strategic Report on pages 3-5.
Principle 2: Seek to understand and meet shareholder needs and expectations
Relationship with shareholders
Primary responsibility for effective communication with shareholders lies with the Chief Executive Officer, John
Farquharson, but all Directors are available to meet with shareholders throughout the year. Mr. Farquharson has
been active in meeting with and preparing presentations for investors. Iconic endeavours to answer all queries
raised by shareholders promptly.
ICONIC LABS PLC
CORPORATE GOVERNANCE REPORT (Continued)
Page 7
Principle 3: Take into account wider stakeholder and social responsibilities and their implication for long-term
success
Environmental Issues
As far as the Directors are aware, Iconic’s business activities do not cause a direct and disproportionate adverse
effect on the environment.
Employee Matters
As of 30 June 2025, Iconic does not have any employees and its management is solely being conducted by the
Executive and Non-Executive Directors.
Social, community and human rights issues
Iconic seeks to achieve the highest ethical standards and behaviours in conducting its business, with integrity,
openness, diversity and inclusiveness being a priority.
We have adopted a formal equal opportunities policy which is contained in our employee handbook. The aim of
the policy is to ensure no job applicant, employee or worker is discriminated against either directly or indirectly
on the grounds of race, sex, disability, sexual orientation, gender reassignment; marriage or civil partnership;
pregnancy or maternity; religion or belief or age.
Principle 4: Embed effective risk management, considering both opportunities and threats, throughout the
organisation
Details on the strategy and business model are included in the Strategic Report on 3-5.
Principle 5: Maintain the board as a well-functioning, balanced team led by the CEO
Details of the current Directors are set out on pages 8-9.
As of 30 June 2025, the Board comprised the following:
- John Farquharson, Chief Executive Officer
- Victor Humberdot
- Béla Lendvai-Lintner
How the Board functions
The Board is collectively responsible for Iconic’s long-term success. The Board provides entrepreneurial
leadership for Iconic within a framework of prudent and effective controls, enabling risk to be assessed and
managed. Further details on Iconic’s business model and strategy can be found in the Strategic Report, above.
An important part of the Board’s role is the review of management performance. Iconic’s process for evaluating
the effectiveness of the Board and Directors’ performance will comprise an annual internal review of Executive
and Non-Executive Directors’ performance and a triennial review of Board performance by external providers.
The results of such reviews will be used to determine whether any alterations are needed or whether any
additional training would be beneficial.
Responsibility and delegation
The Board has specifically reserved a number of matters for its consideration and approval. These include:
x Overall leadership of Iconic and setting Iconic’s values and standards
x Approval of Iconic’s long-term objectives and commercial strategy
ICONIC LABS PLC
CORPORATE GOVERNANCE REPORT (Continued)
Page 8
x Approval of the annual operating and capital expenditure budgets and any changes to them
x Major investments or capital projects
x The extension of Iconic’s activities into any new business or geographic areas
x Any decision to cease any material operations
x Changes in Iconic’s capital structure or management and control structure
x Approval of the annual report and accounts and preliminary and half-yearly financial statements
x Approval of treasury policies, including foreign currency exposures and use of financial derivatives
x Ensuring the maintenance of a sound system of internal control and risk management
x The entering into of agreements that are not in the ordinary course of business or material strategically or
by reason of their size
x Changes to the size, composition or structure of the Board and its committees
Board balance
The Board comprises individuals with wide business experience gained in various industry sectors related to
Iconic’s business and the Board intends to ensure that the balance of the Directors reflects the changing needs
of that business. The Board considers that it is of a size and has the balance of skills, knowledge, experience and
independence that is appropriate for Iconic’s business. While not having a specific policy regarding the
constitution and balance of the Board, potential new Directors are considered on their own merits concerning
their skills, knowledge, experience and credentials, regardless of gender, race, ethnicity, or national background.
The QCA Code 2018 requires that the board have an appropriate balance between Executive and Non-Executive
Directors. Given the Board comprises one Executive Director and two Non-Executive Directors it is felt that given
the current size of the Board and the Group, there is a strong enough presence of independent judgement.
Principle 6: Ensure that between them the Directors have the necessary up-to-date experience, skills and
capabilities
Board Member Biographies
John Farquharson (Appointed 9 July 2024)
John has held senior finance and governance roles within the Tavistock Group of companies since 2010. He
graduated from the University of Aberdeen in 1999 with an MA in Accountancy and German following which he
worked at PwC from 1999-2004 where he qualified as a chartered accountant in 2002. He is a member of the
Institute of Chartered Accountants of Scotland (ICAS) and the Chartered Governance Institute UK and Ireland
and has treasury and investment management qualifications.
Victor Humberdot
Victor is an experienced investment banker. Having started his career at BBVA and Kepler Cheuvreux, he then
joined the investment fund of Société Générale, Private Banking in Luxembourg before, most recently, being
responsible for the external growth of an investment holding company in the construction sector before being
made M&A Manager at Exponens Corporate Finance and more recently a Vice President at the corporate finance
boutique, DDA & Company in Paris. He is currently Founder and CEO of HUVI Capital, his own investment holding
company.
Victor holds a master’s degree in international finance from Neoma Business School and a master’s in physics
and mechanical engineering from Le Havre Normandy University.
Béla Lendvai-Lintner
Béla has spent most of his career in private equity, experienced in a wide range of industries. Currently Bela is
focused on post-transaction operational integration. Béla most recently was a Partner at mid-market buy-out
focused private equity firm ARX Equity Partners for more than 15-years. ARX Equity Partners is an independent
ICONIC LABS PLC
CORPORATE GOVERNANCE REPORT (Continued)
Page 9
(since 2007) Central Europe-focused mid-market private equity firm, focused on later stage growth-oriented
investments, such as industry consolidation transactions across many sectors. Prime examples are out-patient
clinic operator, DC Bled (www.dc-bled.si) where ARX completed 4 add-ons, merged two facilities and increased
capacity, full-Slovenia coverage, and the more recent business services roll-up in Hungary - WTS Klient
(www.wtsklient.hu) made its first add-on in August 2024 and subsequent merger of Finacont (140 FTEs / 300+
clients).
Principle 7: Evaluate Board performance based on clear and relevant objectives, seeking continuous
improvement
The Board holds regular meetings and on a quarterly basis conducts a review of Group performance based both
on the quantitative metrics discussed in the Strategic Report and also longer term strategic targets such as
acquisitions or capital sourcing.
Where there is an opportunity, the Board will add members who possess key experience and expertise in
particular areas that align with the Group’s long-term ambitions.
Principle 8: Promote a corporate structure that is based on ethical values and behaviours
Social, community and human rights issues
Iconic seeks to achieve the highest ethical standards and behaviours in conducting its business, with integrity,
openness, diversity and inclusiveness being priorities from the Board to senior management and throughout the
workforce.
We have adopted a formal equal opportunities policy which is contained in our employee handbook. The aim of
the policy is to ensure no job applicant, employee or worker is discriminated against either directly or indirectly
on the grounds of race, sex, disability, sexual orientation, gender reassignment; marriage or civil partnership;
pregnancy or maternity; religion or belief or age.
In presenting this report, and having monitored, reviewed or approved recent shareholder communications, the
Board is confident that it has presented a balanced and understandable assessment of the Iconic’s position and
prospects.
Principle 9: Maintain governance structures and processes that are fit for purpose and support good decision-
making by the Board
Remuneration Committee
At 30 June 2025, the Remuneration Committee is comprised of Béla Lendvai-Lintner and Victor Humberdot.
There are no employees as of that date and continuing through the fourth quarter of 2025. Since the change of
management in March 2021 until the fourth quarter of 2025, there have been no Remuneration Committee
meetings as a result of the administration and restructuring of the Group.
The Remuneration Committee’s role is to set Iconic’s remuneration policy, determine the remuneration
packages of the executive Directors and set the targets for performance-related pay.
The Remuneration Committee shall:
x Discuss and approve the salaries and benefits for the key employees and executives.
x Discuss and agree deferral of certain parts of the salaries and benefits.
x Discuss a proposed employee option scheme which it intends to implement in the near future.
ICONIC LABS PLC
CORPORATE GOVERNANCE REPORT (Continued)
Page 10
Audit Committee
At 30 June 2025, the Audit Committee is comprised of Victor Humberdot and Béla Lendvai-Lintner. Iconic’s
accounting had been provided by Azets Holdings Limited but was brought in-house during the year to save costs.
The Group audit is conducted by Royce Peeling Green Limited. Since the change of management in March 2021
until the fourth quarter of 2025, there has only been one Audit Committee meeting that was held to approve
the 2021 and 2022 Audited Annual Report & Accounts.
The Audit Committee shall:
x Monitor the integrity of the financial statements and any formal announcements relating to financial
performance.
x Review internal financial controls and risk management systems.
x Make recommendations to the Board in relation to the appointment, re-appointment and removal of
auditors, including approving the remuneration and terms of engagement of the auditor.
x Review the auditor’s independence and objectivity.
x Develop and implement the non-audit services policy.
Board and Committee Responsibility and Activity
The Terms of Reference for each of the committees are available on request.
Directors hold meetings online. Directors are provided with comprehensive background information for each
meeting and all Directors have been able to participate fully and on an informed basis in the Board decisions.
Any specific actions arising during meetings are agreed by the Board and followed up and reviewed at subsequent
Board meetings to ensure their completion.
Principle 10: Communicate how the company is governed and is performing by maintaining a dialogue with
shareholders and other relevant stakeholders.
Relationship with shareholders
Iconic endeavours to answer all queries raised by shareholders promptly.
Investor relations (IR) and communications
Whenever required, the Executive Directors communicate with shareholders to gauge sentiment and speak to
Iconic’s Financial Adviser to consult on particular governance issues.
In the period since Iconic’s admission, regulatory announcements have been released informing the market of
certain matters. Copies of these announcements, together with other IR information and documents, are
available on Iconic’s website www.iconiclabs.co.uk.
Insurance and indemnity
In accordance with Article 54 of the Articles of Association, Iconic’s Directors and officers are entitled to an
indemnity from Iconic against liabilities incurred by them in the actual or purported exercise of their duties, or
exercise of their powers including liability incurred in defending any proceedings (whether civil or criminal) which
relate to anything done or omitted to be done and in which judgment is given in his favour, or in which he is
acquitted, or which are otherwise disposed of.
ICONIC LABS PLC
CORPORATE GOVERNANCE REPORT (Continued)
Page 11
Going Concern Assessment
The Group is not engaged in any trading activity, and the Directors have no intention or plans to recommence
trade. As at year-end, the Group is in a net liability position of £3,962,268 (2024: £3,383,043) and total assets are
£95,044 (2024: £139,340). To manage its operational costs and settle liabilities as they become due, the Group
has been reliant upon issuing promissory notes to ABO and its WTGO fund, and this has been its sole source of
working capital. The Directors have obtained confirmation from WTGO that it is their current intention to
continue to provide short term funding to enable a target to be identified and assessed.
The ultimate success of the Group will depend on its ability to identify another acquisition target within a short
period of time, negotiate a transaction, and close an acquisition which is likely to constitute an RTO. As such, the
Group’s efforts are almost exclusively being focused on identifying such an acquisition target.
In the event that such a target cannot be identified within a short period of time, it is possible that the investor
will cease to provide funding. Although the Directors would endeavor to pursue alternative sources of funding,
there is no certainty that this could be achieved. In such an event the Group would need to wind down its
operations, realise any assets and may enter administration, if and to the extent there are creditors of the Group
who cannot be paid. In such an event, the Group would no longer manage its affairs or the realisation of its
assets. As a result of either winding down the business or entering into administration, the Ordinary Shares would
be cancelled from the Official List and Shareholders may receive little or no value for their Ordinary Shares.
On this basis, there is a material uncertainty related to events or conditions that may cast significant doubt on
the Group’s ability to continue as a going concern and that it may therefore be unable to realise its assets and
discharge its liabilities in the normal course of business. The Directors believe it remains appropriate to prepare
the financial statements on a going concern basis.
John Farquharson
Director
Date: 22 October 2025
ICONIC LABS PLC
REMUNERATION COMMITTEE REPORT
Page 12
Remuneration Committee
Once Iconic has completed its RTO, a Remuneration Committee meeting will be convened to assist the Board in
fulfilling its responsibilities regarding remuneration matters. This includes making recommendations on:
employment contracts for key personnel; bonus compensation for individuals instrumental in negotiating and
completing the RTO; and, a policy on executive remuneration, including the overarching principles, parameters,
and governance framework of Iconic’s remuneration policy.
The Remuneration Committee will also determine the individual remuneration and benefits package of the
Executive Director.
The Remuneration Committee shall ensure, wherever possible, that the Company’s approach to remuneration
complies with the QCA Code 2018.
Remuneration Policy
The main aim of Iconic's remuneration policy shall be to align the interests of Executive and Non-Executive
Directors with Iconic's business strategy and the long-term creation of shareholder value. The policy shall aim to
pay the Directors competitively, whilst considering the remuneration practices of other international companies
of similar size and scope, the current economic climate, the regulatory and governance framework,
remuneration around these companies and the need to ensure that the Directors are remunerated
appropriately, whilst ensuring that Iconic pays no more than is necessary.
The Remuneration Committee shall have no formal method of involving employees in the setting of Directors'
remuneration, however the members of the Remuneration Committee shall have access to employees both in
formal and informal settings and take into account the level of employee remuneration when setting Directors'
remuneration.
Shareholders’ views on Directors' remuneration shall be taken into account when setting the Remuneration
Policy.
Directors’ Remuneration
Directors’ fees totalling £88,500 (2024: £53,000) have been charged. Victor Humberdot and Béla Lendvai-Lintner
were the highest paid directors in the year at £30,000 each.
Recruitment Policy
At present, recruiting is not a priority, but once an RTO has been completed, and strategic objectives begin to be
implemented, the Remuneration Committee's approach to remuneration with regard to recruiting staff shall be
to pay no more than is necessary to attract candidates of the appropriate calibre and experience needed for the
role. Iconic would only consider candidates for a Directorship if they hold the necessary experience and qualities
to help Iconic prosper, and in turn generate value for the shareholders. The table below sets out the principles
upon which the Remuneration Committee shall approach recruitment of new Executive Directors in regard to
each element of remuneration.
Remuneration
Type
Purpose
Basic Salary
To provide the basis of a market competitive overall remuneration.
Takes account of the role, skills, experience and contribution of the individual.
Annual Bonus
To incentivise executives to achieve key strategic outcomes and deliver value for the
shareholders.
ICONIC LABS PLC
REMUNERATION COMMITTEE REPORT (Continued)
Page 13
Exit Payments
When determining any loss of office payment for a departing individual the Remuneration Committee shall
ensure that a consistent approach is adopted so that there is no reward for poor performance and the liabilities
of Iconic are minimised where appropriate.
No amount shall be payable if an Executive Director is dismissed for serious breach of contract, serious
misconduct or under-performance or acts that bring the Executive Directors, or Iconic, into serious disrepute.
The table below sets out the policy on exit payments in relation to each element of remuneration for Executive
Directors:
Remuneration Type
Effect of termination
Basic Salary
Basic salary will be paid up to and including the termination date. Payment in-lieu of
notice may be
considered.
Annual Bonus
The executive may still be entitled to an annual bonus should their performance merit,
although this is at the discretion of the Remuneration Committee. In the event of
misconduct, the executive will lose any entitlement to a bonus.
Victor Humberdot
Director
Date: 22 October 2025
ICONIC LABS PLC
AUDIT COMMITTEE REPORT
Page 14
The Audit Committee considers Iconic’s financial reporting, including accounting policies, and internal
financial controls. It is responsible for ensuring that Iconic’s financial performance is properly monitored and
reported on. The Audit Committee aims to meet at least twice a year, once with the auditor, and is comprised
of Victor Humberdot and Béla Lendvai-Lintner. Since the change of management in March 2021 until the
fourth quarter of 2025, there has only been one Audit Committee meeting that was held to approve the 2021
and 2022 Audited Annual Reports and Accounts.
In order to save costs, Iconic’s accounting, that was previously provided by Azets Holdings Limited, has been
brought in house. Azets Holdings Limited continue to be available for advice. The Group’s audits are
conducted by Royce Peeling Green Limited.
Role of the Committee
The Audit Committee determines and examines any matters relating to the financial affairs of the Group
including:
- Monitoring the integrity of the financial statements and any formal announcements relating to financial
performance to ensure that they adequately comply with appropriate accounting policies, practices and
legal requirements;
- Reviewing internal financial controls and risk management systems;
- Making recommendations to the Board in relation to the appointment, re-appointment and removal of
auditors, including approving the remuneration and terms of engagement of the auditor;
- Reviewing the auditor’s independence and objectivity; and
- Developing and implementing the non-audit services policy.
ICONIC LABS PLC
DIRECTORS’ REPORT
Page 15
The Directors present their report together with the audited financial statements of Iconic Labs Plc and its
subsidiaries for the year ended 30 June 2025.
Directors
The Directors who held office during the year and up to the date of signature of the financial statements were
as follows:
John Farquharson – appointed 9 July 2024
Victor Humberdot
Béla Lendvai-Lintner
Matters Covered in the Strategic Report
Future developments and principal risks and uncertainties are included in the Strategic Report.
Results, Share Capital and Dividends
Iconic made a loss in the 2025 financial year of £628,225 (2024: loss of £246,052), which is largely attributable
to the running cost of the Group and the costs in relation to the RTO that was terminated in the year.
The revenue of the Group in the year was £Nil (2024 - £Nil).
As at 30 June 2025, Iconic held total assets of £95,044 (2024 - £139,340), this is relating to the amounts held
as cash at bank and prepayments. The Group had liabilities of £4,057,312 at the balance sheet date (2024:
£3,522,383), an increase of £534,929.
The Group's share capital consists of 13,884,027 Ordinary Shares of £0.0001 each, 11,161,483 Deferred
Shares of £0.0999 each and 1,637,129,905 Deferred Shares of £0.00249 each.
The Directors do not recommend the payment of a dividend for the year ended 30 June 2025 (2024: £nil).
Diversity and Equality
The Group is committed to a corporate culture that embraces equal opportunity, diversity, social
responsibility, safety and commitment to the environment and is based on sound ethical values and
behaviours. The Group promotes its commitment through its public statements on its website, in its report
and accounts and internally through its communications to its stakeholders.
Corporate Governance statement
The Corporate Governance report forms part of the Directors’ Report.
Subsequent Events
On 1 July 2025, the Company’s subsidiaries, WideCells International Limited and Cellplan Limited were
dissolved.
In August 2025, Iconic issued further promissory notes amounting to £166,000 to WTGO.
ICONIC LABS PLC
DIRECTORS’ REPORT (Continued)
Page 16
Greenhouse Gas Emissions, Energy Consumption and Energy Efficiency Action
The Group has not disclosed information in respect of greenhouse gas emissions, energy consumption and
energy efficiency action as its energy consumption in the United Kingdom for the year is 40,000kWh or lower.
Based on the Group’s size and operations, the Board has considered the related climate-related risks and
opportunities on the Group to be minimal and has decided against setting up a task force on climate-related
financial disclosures (“TCFD”) at this time. The Group’s position on TCFD is being continually monitored and
will be reviewed when the Board considers the impact of climate related risk and opportunities to be relevant
to the Group.
Statement of Directors’ Responsibilities
The Directors are responsible for preparing the Strategic Report, Corporate Governance Report,
Remuneration Committee Report, Audit Committee Report, the Directors’ Report and the financial
statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare consolidated financial statements for each financial
year. Under that law they have elected to prepare the financial statements in accordance with UK-adopted
international accounting standards and applicable law.
Under company law the Directors must not approve the financial statements unless they are satisfied that
they give a true and fair view of the state of affairs of the Group and of its profit or loss for that period. In
preparing the financial statements, the Directors are required to:
x select suitable accounting policies and then apply them consistently;
x make judgements and estimates that are reasonable, relevant and reliable;
x state whether they have been prepared in accordance with UK-adopted international accounting
standards;
x assess the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to
going concern; and
x use the going concern basis of accounting unless they either intend to liquidate the Group or to cease
operations or have no realistic alternative but to do so.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain
the Group’s transactions and disclose with reasonable accuracy at any time the financial position of the Group
and enable them to ensure that its financial statements comply with the Companies Act 2006. They are
responsible for such internal control as they determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to fraud or error, and have general
responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and
to prevent and detect fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the corporate and financial information
included on the Group’s website. Legislation in the United Kingdom governing the preparation and
dissemination of financial statements and other information included in directors’ reports may differ from
legislation in other jurisdictions.
The Directors consider that the annual report and financial statements, taken as a whole, is fair, balanced and
understandable and provides the information necessary for shareholders to assess the Group and Company’s
position, performance, business model and strategy.
ICONIC LABS PLC
DIRECTORS’ REPORT (Continued)
Page 17
Substantial Shareholders
The Group has been notified of the following interest of 3 per cent or more in its issued share capital as at
21 October 2025:
Shareholder
Number
of
ordinary
shares
%
Interactive Investor Services Nominees Limited
3,868,679
27,9%*
Hargreaves Lansdown (Nominees) Limited
2,990,908
21.5%*
Hsdl Nominees Limited
2,426,815
17.5%*
Vidacos Nominees Limited
1,095,521
7.9%*
Lawshare Nominees Limited
951,046
6.8%*
Barclays Direct Investing Nominees Limited
629,439
4.5%*
Interactive Brokers Llc
450,190
3.2%*
*Shares are held in a nominee account with no beneficial holder owning 3% or more of the issued share capital
Directors’ Responsibilities Pursuant to DTR 5
The Directors confirm that to the best of their knowledge:
x Iconic’s financial statements have been prepared in accordance with International Financial Reporting
Standards (IFRS) as adopted by the United Kingdom and Article 4 of the IAS regulation and give a true
and fair view of the assets, liabilities, financial position and profit and loss of Iconic; and
x The Annual Report includes a fair review of the development and performance of the business and the
position of Iconic, together with a description of the principal risks and uncertainties that they face.
Directors’ Indemnity
The Group has insurance to cover the directors against defence costs and civil damages awarded following
an action brought against them in their personal capacity whilst carrying out their professional
duties for the
Group.
Statement of Disclosure to Auditor
Each Director at the date of approval of this annual report confirms that:
x So far as the Directors are aware, there is no relevant audit information of which Iconic’s auditor is
unaware; and
x All the Directors have taken all the steps that they ought to have taken as Directors in order to make
themselves aware of any relevant audit information and to establish that the auditor is aware of that
information.
Auditor
The auditor, Royce Peeling Green Limited (“RPG”), was re-appointed at the AGM on 15 May 2025. RPG will
be proposed for reappointment pursuant to section 485 of the Companies Act 2006.
John Farquharson
On behalf of the Board
Director
Date: 22 October 2025
ICONIC LABS PLC
INDEPENDENT AUDITOR’S REPORT
FOR THE YEAR ENDED 30 JUNE 2025
Page 18
Opinion
We have audited the financial statements of Iconic Labs Plc (the ‘parent Company)’ and its subsidiaries (together
the ‘Group’) for the year ended 30 June 2025 which comprise the Consolidated Statement of Comprehensive
Income, Consolidated Statement of Financial Position, Consolidated Statement of Changes in Equity,
Consolidated Statement of Cash Flows, Company Statement of Financial Position, Company Statement of
Changes in Equity and notes to the financial statements, including significant accounting policies. The financial
reporting framework that has been applied in the preparation of the group financial statements is applicable
law and UK adopted international accounting standards.
In our opinion:
x the financial statements give a true and fair view of the state of the Group’s and parent
Company’s affairs as at 30 June 2025 and of the Group’s loss for the year then ended;
x the Group financial statements have been properly prepared in accordance with UK adopted
international accounting standards; and
x the financial statements have been prepared in accordance with the requirements of the
Companies Act 2006.
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 and the parent Company
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 as applied to listed public interest entities, 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.
Material uncertainty related to going concern
We draw attention to note 1 in the financial statements, where the Directors have considered the going concern
status of the Group and parent Company following the termination of the proposed reverse takeover (“RTO”)
during February 2025. Given the RTO has been terminated, there is a material uncertainty about the Group and
parent Company’s ability to continue as a going concern. At the balance sheet date, the Directors have not
identified an alternative RTO target, but the Directors are in the process of looking for alternative targets and
have secured short term funding to enable this to progress. As stated in note 1, these events or conditions, along
with other matters as set forth in note 1, indicate that a material uncertainty exists that may cast significant
doubt on the Group and parent Company’s ability to continue as a going concern. Our opinion is not modified
in respect of this matter.
In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of
accounting in the preparation of the financial statements is appropriate.
Our evaluation of the Directors’ assessment of the Group and parent Company’s ability to continue to adopt the
going concern basis of accounting included confirming the availability of short term funding, reviewing the
forecasts of the Group and parent Company given the termination of the RTO, undertaking sensitivity analysis
around the key cash flows and relevant discussions with the Directors.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the
relevant sections of this report.
Our approach to the audit
The scope of our audit was the audit of the Group and parent Company for the year ended 30 June 2025. The
audit was scoped by obtaining an understanding of the Group and parent Company and their environment,
including the parent Company's system of internal control and assessing the risks of material misstatement.
ICONIC LABS PLC
INDEPENDENT AUDITOR’S REPORT
FOR THE YEAR ENDED 30 JUNE 2025
Page 19
Audit work to respond to the assessed risks was planned and performed directly by the engagement team which
performed full scope audit procedures.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit
of the financial statements of the current period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on the
overall audit strategy, the allocation of resources in the audit and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial statements as a whole and in forming
our opinion thereon, and we do not provide a separate opinion on these matters.
Except for the matter described in the Material uncertainty related to going concern section, we have
determined that there are no other key audit matters to be communicated in our report.
Our application of materiality
The scope and focus of our audit were influenced by our assessment and application of materiality.
We define materiality as the magnitude of misstatement that could reasonably be expected to influence the
economic decisions of the users of the financial statements. We use materiality to determine the scope of our
audit and the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements,
both individually and on the financial statements as a whole.
At the planning stage, we set materiality for the financial statements as a whole at £51,000 (2024: £69,000),
determined by reference to 10% of the Adjusted Loss Before Taxation of the Group. This was considered an
appropriate level of materiality given the limited trading activity of the Group and the absence of any significant
assets at the year end date. To arrive at the Adjusted Loss Before Taxation, the original write back of creditor
balances of £Nil (2024: £844,225) which was credited to the Consolidated Statement of Comprehensive Income
in the year has been removed; this was considered to be the most appropriate measure to use given the ongoing
position of the Group. Adjustments made in the finalisation of the financial statements, which increased the
Loss Before Taxation and which would have increased materiality, were not reflected in any adjustment to
the level of materiality set at the planning stage on finalisation. Performance materiality was set at £32,000
(2024: £51,000), being 62.5% (2024: 75%) of materiality.
We report to the Board of Directors any corrected or uncorrected misstatements arising exceeding £1,000
(2024: £2,000).
Other Information
The other information comprises the information included in the annual report other than the financial
statements and our auditor’s report thereon. The Directors are responsible for the other information contained
within the annual report. 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. 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
course of 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 this gives rise to a material
misstatement in the financial statements themselves. 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.
ICONIC LABS PLC
INDEPENDENT AUDITOR’S REPORT
FOR THE YEAR ENDED 30 JUNE 2025
Page 20
Opinions on other matters prescribed by the Companies Act 2006
In our opinion the part of the Directors’ remuneration report to be audited has been properly prepared in
accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
x the information given in the Strategic Report and the Directors’ Report for the financial year for
which the financial statements are prepared is consistent with the financial statements; and
x the Strategic Report and the Directors’ Report have been prepared in accordance with
applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Group and the parent Company and their environment
obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or
the Directors’ Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006
requires us to report to you if, in our opinion:
x adequate accounting records have not been kept by the parent Company, or returns adequate
for our audit have not been received from branches not visited by us; or
x the parent Company financial statements and the part of the Directors’ remuneration report to
be audited are not in agreement with the accounting records and returns; or
x certain disclosures of Directors’ remuneration specified by law are not made; or
x we have not received all the information and explanations we require for our audit.
Responsibilities of Directors
As explained more fully in the Directors’ responsibilities statement, 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 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 Parent Company or to cease operations, or have no realistic
alternative but to do so.
Auditor’s 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.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of
irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities,
including fraud, is detailed below.
We evaluated the Directors’ and 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 posting manual journal entries to manipulate financial performance, management bias
ICONIC LABS PLC
INDEPENDENT AUDITOR’S REPORT
FOR THE YEAR ENDED 30 JUNE 2025
Page 21
through judgements and assumptions in significant accounting estimates and significant one-off or unusual
transactions.
x Our audit procedures were designed to respond to those identified risks, including non-
compliance with laws and regulations (irregularities) and fraud that are material to the
financial statements. Our audit procedures included but were not limited to:
x Discussing with the Directors and management their policies and procedures regarding
compliance with laws and regulations;
x Communicating identified laws and regulations throughout our engagement team and
remaining alert to any indications of non-compliance throughout our audit; and
x Considering the risk of acts by the parent company which were contrary to applicable laws
and regulations, including fraud.
Our audit procedures in relation to fraud included but were not limited to:
x Making enquiries of the Directors and management on whether they had knowledge of any
actual, suspected or alleged fraud;
x Gaining an understanding of the internal controls established to mitigate risks related to
fraud;
x Discussing amongst the engagement team the risks of fraud; and
x Addressing the risks of fraud through management override of controls by performing journal
entry testing.
There are inherent limitations in the audit procedures described above and the primary responsibility for the
prevention and detection of irregularities including fraud rests with management. As with any audit, there
remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional
omissions, misrepresentations or the override of internal controls.
A further description of our responsibilities is located on the FRC’s website at:
https://www.frc.org.uk/auditorsresponsibilities.
This description forms part of our auditor’s report.
ICONIC LABS PLC
INDEPENDENT AUDITOR’S REPORT
FOR THE YEAR ENDED 30 JUNE 2025
Page 22
Other matters which we are required to address
We were appointed by the Board of Directors on 11 October 2023 to audit the financial statements for the
year ended 30 June 2023. Our total uninterrupted period of engagement is three years, covering the periods
ending 30 June 2023 to 30 June 2025.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Group or the parent
Company and we remain independent of the Group and the parent Company in conducting our audit.
Our audit opinion is consistent with the additional report to the audit committee.
Jonathan Hayward
Senior Statutory Auditor
For and on behalf of Royce Peeling Green Limited
Chartered Accountants
Statutory Auditor
Date:
The Copper Room
Deva City Office Park
Trinity Way
Manchester M3 7BG
22 October 2025
ICONIC LABS PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2025
Page 23
Notes | Year ended | Year ended | ||
30 June | 30 June | |||
2025 | 2024 | |||
£ | £ | |||
Revenue | ||||
Gross profit | ||||
Administrative expenses | 3 | ( | ( | |
Other operating income | ||||
Operating Loss | ( | ( | ||
Interest payable | 5 | ( | ||
Loss before taxation | ( | ( | ||
Income tax expense | 6 | ( | ||
Loss for the year | ( | ( | ||
Total comprehensive loss for the year | ( | ( | ||
Loss per share attributable to equity shareholders of the Company | 7 | |||
- | Basic earnings per share | ( | ( | |
- | Diluted earnings per share | ( | ( |
The loss for the year and total comprehensive loss for the year are wholly attributable to the equity holders of the parent.
The results above have been derived from continuing operations.
The notes on pages 29 to 45 are an integral part of these financial statements.
ICONIC LABS PLC
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2025
Page 24
Notes
30 June | 30 June | ||
2025 | 2024 | ||
£ | £ | ||
Assets | |||
Non-current assets | |||
Intangible assets | 8 | ||
Total non-current assets | |||
Current assets | |||
Trade and other receivables | 10 | ||
Cash and cash equivalents | 11 | ||
Total assets | |||
Equity | |||
Share capital | 12 | ||
Share premium | 13 | ||
Accumulated losses | 13 | ( | ( |
( | ( | ||
Liabilities | |||
Current liabilities | |||
Trade and other payables | 14 | ||
Loans and borrowings | 15 | ||
Total liabilities | |||
Total equity and liabilities |
The notes on pages 29 to 45 are an integral part of these financial statements.
Company Registration No: 10197256
ICONIC LABS PLC
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2025
Page 25
Share | Share | Accumulated | Total | |
capital | premium | losses | Equity | |
£ | £ | £ | £ | |
Balance at 30 June 2023 | ( | ( | ||
Loss for the year | ( | ( | ||
Total comprehensive loss for the year | ( | ( | ||
Transactions with owners: | ||||
Issue of shares | ||||
Total contribution by and distribution to owners | ||||
Balance at 30 June 2024 | ( | ( | ||
Loss for the year | ( | ( | ||
Total comprehensive loss for the year | ( | ( | ||
Transactions with owners: | ||||
Issue of shares | ||||
Total contribution by and distribution to owners | ||||
Balance at 30 June 2025 | ( | ( |
Share premium includes premiums on issue of share capital, less associated issue costs.
The notes on pages 29 to 45 are an integral part of these financial statements.
ICONIC LABS PLC
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2025
Page 26
Notes
Year ended | Year ended | ||
30 June | 30 June | ||
2025 | 2024 | ||
£ | £ | ||
Cash flows from operating activities | |||
Total comprehensive loss for the year | ( | ( | |
Add back: | |||
Costs relating to EHGOSF facility | |||
Interest on promissory notes | |||
Tax charge | |||
Net write back of trade creditors | ( | ||
( | ( | ||
Increase in trade and other receivables | 10 | ( | ( |
Decrease/(increase) in trade and other payables | 14 | ( | |
Net cash used in operating activities | ( | ( | |
Cash flows from financing activities | |||
Cash flows from issue for promissory notes | 15 | ||
Cash flows from issue of convertible loan notes | 15 | ||
Net cash flows from financing activities | |||
Net (decrease)/increase in cash and cash equivalents | ( | ||
Cash and cash equivalents at beginning of year | |||
Cash and cash equivalents at year end | 11 |
ICONIC LABS PLC
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2025
Page 27
Notes
30 June
2025
30 June
2024
£
£
Non-current assets
Investments
9
1
1
Non-current assets
1
1
Current assets
Trade and other receivables
10
59,305
10,030
Cash and cash equivalents
11
35,738
129,309
95,043
139,339
Total assets
95,044
139,340
Equity
Share capital
12
5,192,874
5,192,602
Share premium
13
8,450,316
8,401,588
Accumulated losses
13
(17,605,458)
(16,977,233)
(3,962,268)
(3,383,043)
Current liabilities
Trade and other payables
14
980,824
875,604
Loans and borrowings
15
3,076,488
2,646,779
4,057,312
3,522,383
Total liabilities
4,057,312
3,522,383
Total equity and liabilities
95,044
139,340
The notes on pages 29 to 45 are an integral part of these financial statements.
The Company’s loss and total comprehensive loss for the year ended 30 June 2025 was £628,225 (30 June 2024: £246,052).
………………………………………
John Farquharson
Director
Company Registration No: 10197256
ICONIC LABS PLC
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2025
Page 28
Share
capital
£
Share
premium
£
Accumulated
losses
£
Total
Equity
£
Balance at 30 June 2023
4,539,523
8,341,761
(16,731,181)
(3,849,897)
Loss for the year
-
-
(246,052)
(246,052)
Total comprehensive loss for the year
-
-
(246,052)
(246,052)
Transactions with owners:
Issue of shares
653,079
59,827
-
712,906
Total contribution by and distribution to
owners
653,079
59,827
-
712,906
Balance at 30 June 2024
5,192,602
8,401,588
(16,977,233)
(3,383,043)
Loss for the year
-
-
(628,225)
(628,225)
Total comprehensive loss for the year
-
-
(628,225)
(628,225)
Transactions with owners:
Issue of shares
272
48,728
-
49,000
Total contribution by and distribution to
owners
272
48,728
-
49,000
Balance at 30 June 2025
5,192,874
8,450,316
(17,605,458)
(3,962,268)
Share premium includes premiums on issue of share capital, less associated issue costs.
The notes on pages 29 to 45 are an integral part of these financial statements
.
ICONIC LABS PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
Page 29
ICONIC LABS PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
Page 30
ICONIC LABS PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
Page 31
ICONIC LABS PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
Page 32
ICONIC LABS PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
Page 33
ICONIC LABS PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
Page 34
The average number of staff employed by the group during the year amounted to: | ||
General and administration | 3 | 4 |
3 | 4 |
Year ended | Year ended | |||
| 30 June | 2025 | 30 June | 2024 | |
£ | £ | |||
Interest payable on promissory notes | 64,214 | - | ||
Total interest payable | 64,214 | - |
Year ended | Year ended | |||
| 30 June | 2025 | 30 June | 2024 | |
£ | £ | |||
Current tax | 8,892 | - | ||
Total current tax | 8,892 | - |
Year ended | Year ended | |
30 June 2025 | 30 June 2024 | |
£ | £ | |
Loss before taxation | (619,333) | (246,052) |
Tax using the parent company’s domestic tax rate of 25% (2024: 25%) | (154,833) | (61,513) |
Effects of: | ||
Losses carried forward | 154,833 | 61,513 |
Adjustments in respect of prior periods | 8,892 | - |
Total tax charged in the income statement | 8,892 | - |
ICONIC LABS PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
Page 35
Year ended | Year ended | ||
30 June 2025 | 30 June | 2024 | |
£ | £ | ||
Basic earnings per share | |||
Numerator | |||
Loss for the year | (628,225) | (246,052) | |
Denominator | |||
Weighted average number of ordinary shares used in basic earnings per | |||
share (units) | 11,391,057 | 8,784,726 | |
Basic loss per share | (0.06) | (0.03) |
Intellectual | ||
Property | Total | |
£ | £ | |
Cost | ||
Balance at 30 June 2024 | 21,600 | 21,600 |
Additions | - | - |
Balance at 30 June 2025 | 21,600 | 21,600 |
Amortisation | ||
Balance at 30 June 2024 | 21,599 | 21,599 |
Impairment | - | - |
Balance at 30 June 2025 | 21,599 | 21,599 |
Carrying amounts | ||
Balance at 30 June 2025 | 1 | 1 |
Balance at 30 June 2024 | 1 | 1 |
ICONIC LABS PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
Page 36
30 June | 30 June | |
2025 | 2024 | |
£ | £ | |
Investments in subsidiaries | 1 | 1 |
1 | 1 |
| Subsidiaries as at 30 June 2025: | |||||
Country of | Nature of | Notes | |||
Entity | Registered office address | incorporation | business | ||
Nuuco Media Limited | 7 Bell Yard, London, WC2A 2JR | United Kingdom | Dormant | (c) (d) | |
company | |||||
WideCells International Limited | PO Box 4385, 08150010: | United Kingdom | Holding company | (c) (d) | |
Companies House Default | |||||
Address, Cardiff, CF14 8LH | |||||
CellPlan Limited | Gladstone House, 77-29 High | United Kingdom | Dormant | (a) (d) | |
Street, Egham, Surrey, TW20 | company | ||||
9HY | |||||
CellPlan International Lda | Edificio Tower Plaza Rotunda | Portugal | Dormant | (b) (d) | |
Eng, Edgar Cardoso, no. 23, 11 | company | ||||
F, 4400 - 676 | Vila Nova de Gaia, | ||||
Portugal |
| Group | ||
30 June | 30 June | |
2025 | 2024 | |
£ | £ | |
Prepayments and accrued income | 59,305 | 10,030 |
Total | 59,305 | 10,030 |
| Company | 30 June | 30 June |
2025 | 2024 | |
£ | £ | |
Prepayments and accrued income | 59,305 | 10,030 |
Total | 59,305 | 10,030 |
ICONIC LABS PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
Page 37
| Group | ||
30 June | 30 June | |
2025 | 2024 | |
£ | £ | |
Cash at bank available on demand | 35,738 | 129,309 |
Total cash and cash equivalents | 35,738 | 129,309 |
| Company | 30 June | 30 June |
2025 | 2024 | |
£ | £ | |
Cash at bank available on demand | 35,738 | 129,309 |
Total cash and cash equivalents | 35,738 | 129,309 |
30 June 2025 | 30 June 2024 | |||
Number | £ | Number | £ | |
Authorised, allotted and fully paid – | ||||
classified as equity | ||||
Ordinary shares of £0.0001 each (2024 - £0.0001 each) | 13,884,027 | 1,388 | 11,161,483 | 1,116 |
Deferred shares of £0.0999 each | 11,161,483 | 1,115,032 | 11,161,483 | 1,115,032 |
Deferred shares of £0.00249 each | 1,637,129,905 | 4,076,454 | 1,637,129,905 | 4,076,454 |
Total | 1,662,175,415 | 5,192,874 | 1,659,452,871 | 5,192,602 |
ICONIC LABS PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
Page 38
Reserve | Description and purpose |
Share premium | Amount subscribed for share capital in excess of |
nominal value | |
Accumulated losses | All other net gains and losses and transactions with |
owners (e.g. dividends) not recognised elsewhere |
30 June | 30 June | |
2025 | 2024 | |
£ | £ | |
Trade payables | 719,872 | 800,289 |
Accruals | 260,952 | 75,315 |
Total | 980,824 | 875,604 |
30 June | 30 June | |
2025 | 2024 | |
£ | £ | |
Trade payables | 719,872 | 800,289 |
Accruals | 260,952 | 75,315 |
980,824 | 875,604 |
30 June | 30 June | |
2025 | 2024 | |
Current | £ | £ |
Promissory notes | 1,050,488 | 631,779 |
Convertible loans | 2,026,000 | 2,015,000 |
Total | 3,076,488 | 2,646,779 |
ICONIC LABS PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
Page 39
| Company | ||
30 June | 30 June | |
2025 | 2024 | |
Current | £ | £ |
Promissory notes | 1,050,488 | 631,779 |
Convertible loans | 2,026,000 | 2,015,000 |
Total | 3,076,488 | 2,646,779 |
ICONIC LABS PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
Page 40
Carrying value | Falling due within 1 | Falling due in | Total | ||
year | more than 1 | ||||
year but not | |||||
more than 5 | |||||
years | |||||
£ | £ | £ | £ | ||
2025 | |||||
Financial liabilities: current and non-current | |||||
Trade | and | 980,824 | 980,824 | - | 980,824 |
other payables | |||||
Promissory | 1,050,488 | 1,050,488 | - | 1,050,488 | |
notes | |||||
Convertible | 2,026,000 | 2,026,000 | - | 2,026,000 | |
loan notes | |||||
Total | financial | 4,057,312 | 4,057,312 | - | 4,057,312 |
liabilities | |||||
Financial assets: current and non-current | |||||
Trade | and | 59,305 | 59,305 | - | 59,305 |
other receivables | |||||
Cash and cash | 35,738 | 35,738 | - | 35,738 | |
equivalents | |||||
Total | financial | 95,043 | 95,043 | - | 95,043 |
assets | |||||
Net debt | (3,962,269) | (3,962,269) | - | (3,962,269) | |
2024 | |||||
Financial liabilities: current and non-current | |||||
Trade | and | 875,604 | 875,604 | - | 875,604 |
other payables | |||||
Promissory | 631,779 | 631,779 | - | 631,779 | |
notes | |||||
Convertible | 2,015,000 | 2,015,000 | - | 2,015,000 | |
loan notes | |||||
Total | financial | 3,522,383 | 3,522,383 | - | 3,522,383 |
liabilities | |||||
Financial assets: current and non-current | |||||
Trade | and | 10,030 | 10,030 | - | 10,030 |
other receivables | |||||
Cash and cash | 129,309 | 129,309 | - | 129,309 | |
equivalents | |||||
Total | financial | 139,339 | 139,339 | - | 139,339 |
assets | |||||
Net debt | (3,383,044) | (3,383,044) | - | (3,383,044) | |
ICONIC LABS PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
Page 41
| Group: | ||
2025 | 2024 | |
£ | £ | |
Cash and cash equivalents | 35,738 | 129,309 |
Trade and other receivables | 59,305 | 10,030 |
Total financial assets – amortised cost | 95,043 | 139,339 |
2025 | 2024 | |
£ | £ | |
Trade and other payables | 980,824 | 875,604 |
Loans and borrowings | 3,076,488 | 2,646,779 |
Total liabilities – amortised cost | 4,057,312 | 3,522,383 |
Company: | 2025 | 2024 |
£ | £ | |
Cash and cash equivalents | 35,738 | 129,309 |
Trade and other receivables | 59,305 | 10,030 |
Total financial assets – amortised cost | 95,043 | 139,339 |
2025 | 2024 | |
£ | £ | |
Trade and other payables | 980,824 | 875,604 |
Loans and borrowings | 3,076,488 | 2,646,779 |
Total liabilities – amortised cost | 4,057,312 | 3,522,383 |
ICONIC LABS PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
Page 42
| As at 31 March 2025 | |||
Current | More than | Total | |
1 year | |||
overdue | |||
£ | £ | £ | |
Prepayments and accrued income | 59,305 | - | 59,305 |
Gross carrying amount | 59,305 | - | 59,305 |
| As at 31 March 2024 | Current | More than | Total |
1 year | |||
overdue | |||
£ | £ | £ | |
Prepayments and accrued income | 10,030 | - | 10,030 |
Gross carrying amount | 10,030 | - | 10,030 |
| Group | ||
2025 | 2024 | |
£ | £ | |
Trade and other receivables | 59,305 | 10,030 |
Cash held at 3S/Wise Payments Limited | 35,738 | 129,309 |
Total financial assets | 95,043 | 139,339 |
| Company | 2025 | 2024 |
£ | £ | |
Trade and other receivables | 59,305 | 10,030 |
Cash held at 3S/Wise Payments Limited | 35,738 | 129,309 |
Total financial assets | 95,043 | 139,339 |
ICONIC LABS PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
Page 43
| Group: | ||||||
Up to | Between | Between | Between | Over 5 | Total | |
3 months | 3 and 12 | 1 and 2 | 2 and 5 | years | ||
months | years | years | ||||
2025 | £ | £ | £ | £ | £ | £ |
Trade and other payables | 980,824 | - | - | - | - | 980,824 |
Borrowings | 3,076,488 | - | - | - | - | 3,076,488 |
Total | 4,057,312 | - | - | - | - | 4,057,312 |
Up to | Between | Between | Between | Over 5 | Total | |
3 months | 3 and 12 | 1 and 2 | 2 and 5 | years | ||
months | years | years | ||||
2024 | £ | £ | £ | £ | £ | £ |
Trade and other payables | 875,604 | - | - | - | - | 875,604 |
Borrowings | 2,646,779 | - | - | - | - | 2,646,779 |
Total | 3,522,383 | - | - | - | - | 3,522,383 |
ICONIC LABS PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
Page 44
| Non- | cash change in | |||||||
Net debt at 01 July | loan and promissory | Conversion of loan | Net cash | |||||
2024 | Cash flow | notes | notes to equity | at 30 June 2025 | ||||
£ | £ | £ | £ | £ | ||||
Cash at bank and in hand | 129,309 | (93,571) | - | - | 35,738 | |||
Borrowings | (2,646,779) | (354,495) | (124,214) | 49,000 | (3,076,488) | |||
Total financial liabilities | (2,517,470) | (448,066) | (124,214) | 49,000 | (3,040,750) | |||
Non- cash change in | ||||||||
Net debt at 01 | loan and promissory | Conversion of loan | Net cash | |||||
| July | 2023 | Cash flow | notes | notes to equity | at 30 June 2024 | |||
£ | £ | £ | £ | £ | ||||
Cash at bank and in hand | 50,243 | 79,066 | - | - | 129,309 | |||
Borrowings | (2,150,000) | (881,779) | (260,000) | 435,000 | (2,646,779) | |||
Total financial liabilities | (2,099,757) | (802,713) | (260,000) | 435,000 | (2,517,470) | |||
ICONIC LABS PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
Page 45