XLON:ICON ESEF Annual Report
ICONIC LABS PLC (XLON:ICON)
ESEF Annual Report
2024-11-05
For: 2024-06-30
View Original
Added on
September 22, 2026
Registered number: 10197256 (England & Wales)
AUDITED ANNUAL REPORT
&
ACCOUNTS
YEAR ENDED 30 JUNE 2024
ICONIC LABS PLC
CONTENTS
Pages
Company Information
1
Chief Executive Officer’s Report
2
Strategic Report
3
Corporate Governance Report
8
Remuneration Committee Report
14
Audit Committee Report
16
Directors’ Report
17
Independent Auditor’s Report
20
Consolidated Statement of Comprehensive Income
25
Consolidated Statement of Financial Position
26
Consolidated Statement of Changes in Equity
27
Consolidated Statement of Cash Flows
28
Company Statement of Financial Position
29
Company Statement of Changes in Equity
30
Notes to the Financial Statements
31
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
Novum Securities Limited
2
nd
Floor
7-10 Chandos Street
London
W1G 9DQ
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 and its subsidiaries (together, “Iconic” or the
“Company”) for the twelve months ended 30 June 2024.
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 continues to be
part of our portfolio, championing diversity and inclusion in the digital media space.
Following our successful exit from administration and completion of all Company Voluntary Arrangement
("CVA") requirements on 21 September 2023, we initially intended to develop a strategic advisory services
business. This venture aimed to provide fee-based services to technology companies in our core sectors, advising
on growth strategy, product development, social media, marketing, and capital raising. However, unfavourable
market conditions led us to reassess this strategy. Recognising the need for a more viable path forward, we
redirected our efforts toward identifying a suitable acquisition target that would align with our long-term
objectives.
Proposed Acquisition of In The Style Fashion Limited
After an extensive review of potential targets and following the suspension of our shares on 29 February 2024,
on 11 March 2024 Iconic entered into non-binding heads of terms with the sellers of ITS Holdings 2023 Ltd “(ITS
2023”) the parent company of In The Style Fashion Limited ("ITSFL"), a leading online fashion retailer.
Founded in 2013, ITSFL is a dynamic e-commerce apparel brand with a loyal and growing customer base of
predominantly women aged 16 to 35. The company has carved out a unique position in the market through its
innovative influencer collaboration model. By partnering with influencers who have high engagement on social
media platforms, ITSFL co-creates fashion collections that resonate deeply with its target audience.
We are working with our advisers to undertake the due diligence necessary to complete the proposed
acquisition. As the transaction will constitute a reverse takeover under the Listing Rules, our advisers are
assisting us with the process of readmission to the Official List and to trading on the Main Market of the London
Stock Exchange (“Readmission”). As a result of the due diligence to date, it is now proposed that Iconic will
acquire ITSFL directly from ITS 2023 and will not acquire ITS 2023.
Looking Ahead
The coming year promises to be an exciting chapter in Iconic’s evolution. The completion of the proposed ITSFL
acquisition will be a priority, and we are committed to realising the full potential of the business. Our focus will
be on leveraging synergies, driving growth, and delivering sustainable shareholder returns.
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
Interim Chief Executive Officer
Date: 30 October 2024
ICONIC LABS PLC
STRATEGIC REPORT
Page 3
INTRODUCTION
This is the eighth set of financial statements prepared by Iconic. This Strategic Report should also 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:
Reverse Takeover (RTO) Target Risk
Iconic has identified and announced its target for a proposed RTO, however there is a risk that the RTO will not
complete. The Company continues to work with its advisers to progress the legal and financial due diligence to
enable the RTO to proceed and will provide further updates in due course.
Going Concern Risk
If the proposed RTO is not successful and an alternative target is not found within a short period of time, there
is a risk that further funding will not be available from the Financing Facility with EHGOSF, 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 and otherwise currently generates no
revenues including from consultancy. The Company has therefore been reliant upon the Financing Facility with
EHGOSF for its main source of working capital.
The Financing Facility is subject to a number of conditions (“Conditions”) including in particular:
x The shares of Iconic trade on the Main Market of the London Stock Exchange;
x The closing market price of the Shares for each of the ten consecutive trading days falling
immediately prior to the relevant closing date must be at least higher than 150% of the nominal value
of Iconic's shares;
x The average daily value traded of Iconic's shares (excluding 5% of the data points from the top and
excluding 5% of the data points from the bottom of the data set) for the 20 trading days immediately
prior to the applicable closing date must be at least £10,000;
x From the fifth drawdown tranche onwards, Iconic having published a Prospectus;
x No binding commitment has been entered into by Iconic pursuant to which a change of control in
Iconic would occur;
x No occurrence that constitutes an event of default having occurred and is continuing;
ICONIC LABS PLC
STRATEGIC REPORT (Continued)
Page 4
x The Board having the required authority;
(1) For the allotment and issue of at least 200% of such number of Shares as would be required upon
conversion of all outstanding Notes together with the Notes to be issued pursuant to the relevant
drawdown notice calculated by dividing the aggregate principal amount of all such Notes by the
Closing VWAP as of the date of such drawdown notice; and
(2) To deviate from the Shareholders’ pre-emption and/or preferential subscription right (as
applicable) with respect to such number of Shares; and
x No payment is due by the Company to EHGOSF (or any of its Affiliates) and no delivery of Shares (or
certificates evidencing such Shares) resulting from a conversion of Notes or exercise of any Warrants
by EHGOSF (or any of its Affiliates) is outstanding.
The Company has secured short-term funding from EHGOSF and the seller of ITSFL to allow it to pursue the
RTO which it is using to pay its low running costs and advisers to progress the legal and financial due diligence.
In the event that the RTO is not successful, it is possible that some of these conditions will not be met. As a
result, if any such condition is not met, the Company may not be in a position to further drawdown on the
Financing Facility. Although the Directors would endeavour to pursue certain options to mitigate the
consequence of such breach there is no certainty that any such options could be achieved either in part or at all.
In such an event the Company would need to wind down its operations, realise any assets and may enter
administration, if and to the extent there are creditors of the Company who cannot be paid. In such an event,
the Company would no longer manage the affairs of the Company 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.
Dilution and Pricing Risk
If EHGOSF exercises its full rights under the Financing Facility for conversion of Loan Notes and Warrants into
Shares, this could result in a significant holding in the Company by EHGOSF. However, EHGOSF’s 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 Financing Facility, inter alia, EHGOSF cannot hold more than 29.9% of the Company. Accordingly, there
is a risk that should the Company seek to drawdown under the Loan Notes and EHGOSF thereafter exercise and
sell Shares in significant amounts over a lengthy period, this could have a material negative impact on the price
of the Shares.
Potential Unrecorded Legacy Liabilities
As evidenced by the administration and disputes involving various key parties, there were significant legacy
issues that predated management’s arrival. Following the exit from administration and the entering into of
confidential settlement agreements with various parties, the Directors consider that it is unlikely that there are
any material unknown liabilities of Iconic, however there is the potential for unknown creditors to emerge which
would increase the liabilities of the Company.
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.
ICONIC LABS PLC
STRATEGIC REPORT (Continued)
Page 5
Key Performance Indicators
The business is currently focused on the areas of cash management and operating results.
Iconic has identified the following key performance indicators which the Directors will use to measure success
against the business plan following the reverse takeover:
x Gross revenue growth
x EBITDA growth
x Market value
BOARD COMPOSITION
As at 30 June 2024, 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
Company Strategy
As set in the August 2023 Prospectus, the Company 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. At the time, it was thought that
such advisory services could provide the Company with short-term revenues and news flow while it continued
to search for a suitable acquisition target.
However, given the limited number of personnel working with the Company, the time commitment needed to
properly provide advisory services to prospective clients, and current unfavourable market conditions, the
Company decided that this short-term strategy was no longer viable. As such it 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.
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 Shares of the Company are shown in note 11. On 13 February 2024 the Company’s
Ordinary Shares of £0.1 were subdivided into Ordinary Shares of £0.0001 each and Deferred Shares of £0.999
each. The Company also has a class of Deferred Shares of £0.00249 per share. 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 Company’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, the Settlement Deed, and the CVA, 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.
ICONIC LABS PLC
STRATEGIC REPORT (Continued)
Page 6
Capital Structure (Continued)
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 8-13.
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 2024, and continuing through the fourth quarter of 2024, 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 2024 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 12.
The Directors are aware of their responsibilities to promote the success of Iconic in accordance with section 172
of the Companies Act 2006. To ensure Iconic was operating in line with good corporate practice, all Directors
received refresher training on the scope and application of section 172 in writing. This encouraged the Board to
reflect on how Iconic engages with its stakeholders and opportunities for enhancement in the future. A section
172 notice has been included with the Board papers since this date. 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).
The Board regularly reviews Iconic’s principal stakeholders and how It engages with them. This is achieved
through information provided by management and by direct engagement with stakeholders themselves. We
aim to work responsibly with our stakeholders, including suppliers. The Board has recently reviewed its anti-
corruption and anti-bribery, equal opportunities and whistleblowing policies.
The key events and Board decisions made in the year are set out below:
8 August 2023 - Publication of Prospectus.
25 August 2023 - AGM held and Ordinary Shares Consolidated.
ICONIC LABS PLC
STRATEGIC REPORT (Continued)
Page 7
Section 172 Statement (Continued)
15 September 2023 – 83,256 Ordinary Shares issued to all creditors under the CVA.
12 October 2023 – Documents terminating CVA filed with and accepted by Companies House.
13 February 2024 - AGM held and Ordinary Shares sub-divided and converted.
29 February 2024 – Suspension of trading in the shares and RNS confirmation that Iconic was in discussions
regarding a potential acquisition.
John Farquharson
Director
Date: 30 October 2024
ICONIC LABS PLC
CORPORATE GOVERNANCE REPORT
Page 8
As Interim Chief Executive Officer of the Company, it is my responsibility to work with my fellow Board members
to ensure that the Company 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 practising 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 organisation.
The Company 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 Company 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 Company in the best interests of all its stakeholders. The Board
takes charge of formulating, reviewing and approving the Company’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 Company, 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 2023 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 Company 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 3-7.
Principle 2: Seek to understand and meet shareholder needs and expectations
Relationship with shareholders
Primary responsibility for effective communication with shareholders lies with the Interim 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 9
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 2024, 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 pages 3-7.
Principle 5: Maintain the board as a well-functioning, balanced team led by the interim CEO
Details of the current Directors are set out on page 10-11.
As of 30 June 2024, the Board comprised the following:
- John Farquharson, Interim 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. The Board considers the management team’s proposals for strategy and, following a consideration of
those proposals, determines Iconic’s strategy and ensures that the necessary resources are in place for
management to execute that strategy. 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.
ICONIC LABS PLC
CORPORATE GOVERNANCE REPORT (Continued)
Page 10
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
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 boards 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 Company, 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 (Appointed 3 January 2024)
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
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.
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.
ICONIC LABS PLC
CORPORATE GOVERNANCE REPORT (Continued)
Page 11
Béla Lendvai-Lintner (Appointed 3 January 2024)
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. Bela 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
(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 2023 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 Company 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 Company’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 2024, 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 2024. Since the change of
management in March 2021 until the fourth quarter of 2024, there have been no Remuneration Committee
meetings as a result of the administration and restructuring of the Company.
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.
ICONIC LABS PLC
CORPORATE GOVERNANCE REPORT (Continued)
Page 12
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.
Audit Committee
At 30 June 2024, the Audit Committee is comprised of Victor Humberdot and Béla Lendvai-Lintner. Iconic’s
accounting is provided by Azets Limited and its audits are conducted by Royce Peeling Green Limited. Since the
change of management in March 2021 until the fourth quarter of 2024, 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
Up until the time that Iconic entered administration, the Chief Executive Officer was active in meeting with and
preparing presentations for investors. Since the administration began, Iconic, through the office of the Joint
Administrators, has endeavoured 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.
ICONIC LABS PLC
CORPORATE GOVERNANCE REPORT (Continued)
Page 13
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.
Going Concern Assessment
The Group is not engaged in any trading activity, and the directors have no intentions or plans to recommence
trade. As at year-end, the Group is in a net liability position of £2,718,043 (restated 2023: £3,849,897) and total
assets are £139,340 (2023: £50,244). To manage its operational costs and settle liabilities as they become due,
the Group has been reliant upon a Financing Facility with EHGOSF, and this financing facility is its main source of
working capital.
The Directors have identified and announced a target for a proposed Reverse Takeover transaction, however
there is a risk that the transaction may not complete. If the proposed Reverse Takeover transaction is not
successful and an alternative target is not found within a short period of time, there is a risk that further funding
will not be available from the Financing Facility with EHGOSF, and that whilst the on-going running costs of the
Group are expected to be low, the Group may not be able to meet its liabilities as they fall due.
The Group has secured short-term funding through EHGOSF and the seller of ITSFL to allow it to pursue the RTO
which it is using to pay its low running costs and advisers to progress the legal and financial due diligence.
In the event that the RTO is not successful, it is possible that some of the funding conditions of the Financing
Facility will not be met. As a result, if any such funding conditions are not met, the Group may not be in a position
to further drawdown on the Financing Facility. Although the Directors would endeavor to pursue certain options
to mitigate the consequence of such breach there is no certainty that any such options could be achieved either
in part or at all. 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 Company 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: 30 October 2024
ICONIC LABS PLC
REMUNERATION COMMITTEE REPORT
Page 14
Remuneration Committee
Once Iconic resumes trading and operations are stabilised, a Remuneration Committee will be held to assist the
Board in determining its responsibilities in relation to remuneration, including making recommendations to the
Board on employment contracts for key personnel, bonus compensation to those who restructured the
Company, exited administration, resolved all outstanding legal disputes, and relisted the Company, and a policy
on executive remuneration, setting the over-arching principles, parameters and governance framework of the
Iconic's remuneration policy and determining the individual remuneration and benefits package of each of the
Executive Directors.
The Remuneration Committee shall ensure compliance with the QCA Code 2018 in relation to remuneration
wherever possible.
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.
Compensation
Up to 30 June 2024, all management services for the Company, including, but not limited to, financial and
corporate restructuring, negotiations with the joint administrators and creditors, implementation of the CVA,
settlement of all outstanding disputes, negotiation with EHGOSF for financing, corporate governance,
administration and accounting, Shareholder meetings, identification of potential acquisitions, strategic
development, relations with the FCA and LSE, and communications to the marketplace are being rendered to
Iconic pursuant to a Management Services Agreement (the “MSA”) with Ott Ventures, s.r.o. and Ott Ventures
USA Inc. (the “Ott Companies”) for a total of £15,000 per month. Bradley Taylor was connected to Ott Ventures
USA by virtue of being a Director of the Company and having an indirect shareholding through a company in
which he has a beneficial interest. During the year, the Ott Companies charged £155,428.
At the year end, and as part of the agreed change in management structure going forward, the Ott Companies
agreed to write off £638,628 of the £688,628 that was outstanding to them. The remaining £50,000 was settled
post year end.
Directors Remuneration
Director’s fees totalling £53,000 have been charged.
ICONIC LABS PLC
REMUNERATION COMMITTEE REPORT (Continued)
Page 15
Recruitment Policy
At present, recruiting is not a priority, but once trading has resumed, 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. The Remuneration Committee would consider payment of compensation for the forfeiture of variable
awards from previous employers on an individual basis. 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.
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: 30 October 2024
ICONIC LABS PLC
AUDIT COMMITTEE REPORT
Page 16
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 auditors, and is comprised
of Victor Humberdot and Béla Lendvai-Lintner. Since the change of management in March 2021 until the
fourth quarter of 2024, there has only been one Audit Committee meeting that was held to approve the 2021
and 2022 Audited Annual Reports and Accounts.
Iconic’s accounting is provided by Azets Limited and its 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
DIRECTOR’S REPORT
Page 17
The Directors present their report together with the audited financial statements of Iconic Labs PLC and its
subsidiaries for the year ended 30 June 2024.
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 - appointed 3 January 2024
Béla Lendvai-Lintner - appointed 3 January 2024
David Štýbr – resigned 3 January 2024
Emmanuel Blouin – resigned 3 January 2024
Marija Hrebac – resigned 3 January 2024
Bradley Taylor – resigned 9 July 2024
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 profit in the 2024 financial year of £418,948 (restated 2023 profit of £4,558,623), which is
largely attributable to the writing back of creditor balances. See Note 16 to the financial statements for more
information on the prior period adjustment.
The revenue of the Group in the year was £Nil (2023 - £Nil). Administrative expenses in both years largely
reflect the writing back of creditors balances which are no longer due.
As at 30 June 2024, Iconic held total assets of £139,340 (2022 - £50,244), this is relating to the amounts held
as cash at bank and prepayments. The Company had liabilities of £2,857,383 at the balance sheet date
(restated 2023 - £3,990,141), a decrease of £1,042,758.
The Company's share capital consists of 11,161,483 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 believe
there are any persons with a significant direct or indirect holding of securities in the Company.
The Directors do not recommend the payment of a dividend for the year ended 30 June 2024 (period ended
30 June 2023: £nil).
Diversity and Equality
The Company 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 Company 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 29 July 2024, the Listing Rules were replaced by the UK Listing Rules (“UKLR”) under which the existing
Standard Listing category was replaced by the Equity Shares (shell companies) category under Chapter 13 of
the UKLR as it applied to the Company. Consequently, with effect from that date the Company is admitted
to Equity Shares (shell companies) category of the Official List under Chapter 13 of the UKLR and to trading
on the London Stock Exchange’s Main Market for listed securities.
ICONIC LABS PLC
DIRECTORS’ REPORT (Continued)
Page 18
Greenhouse Gas Emissions, Energy Consumption and Energy Efficiency Action
The Company 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 Company’s size and operations, the Board has considered the related climate-related risks and
opportunities on the company to be minimal and has decided against setting up a task force on climate-
related financial disclosures (“TCFD”) at this time. The Company’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 Company.
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 Company 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 Company’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 Company 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 Company’s transactions and disclose with reasonable accuracy at any time the financial position of the
Company 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 Company
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 19
Substantial Shareholders
The Company has been notified of the following interest of 3 per cent or more in its issued share capital as
at 29 October 2024:
Shareholder
Number of
ordinary shares
%
The Bank Of New York (Nominees) Limited
3,197,679
*28.65%
Hargreaves Lansdown (Nominees) Limited
2,208,700
*19.79%
Hsdl Nominees Limited
1,371,321
*12.29%
Interactive Investor Services Nominees Limited
1,224,945
*10.97%
Jim Nominees Limited
735,477
*6.59%
Barclays Direct Investing Nominees Limited
658,584
*5.90%
Lawshare Nominees Limited
495,421
*4.44%
Interactive Brokers Llc
475,355
*4.26%
*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 4
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 Company 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”), were re-appointed at the AGM on 13 February 2024. RPG
will be proposed for reappointment with section 485 of the Companies Act 2006.
John Farquharson
On behalf of the Board
Director
Date: 30 October 2024
ICONIC LABS PLC
INDEPENDENT AUDITOR’S REPORT
FOR THE YEAR ENDED 30 JUNE 2024
Page 20
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 2024 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 2024 and of the Group’s profit 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.
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 2024. 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.
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.
ICONIC LABS PLC
INDEPENDENT AUDITOR’S REPORT
FOR THE YEAR ENDED 30 JUNE 2024
Page 21
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.
We set materiality for the financial statements as a whole at £69,000 (2023: £141,000), 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 write back of creditor balances of £1,416,725 (2023:
£6,117,481) 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. Performance materiality was set at £51,000 (2023: £88,000), being 62.5% of materiality.
We report to the Board of Directors any corrected or uncorrected misstatements arising exceeding £2,600
(2023: £4,000).
Material uncertainty related to going concern
We draw attention to Note 1 in the financial statements, which indicates that whilst the Directors are confident
that the reverse takeover (“RTO”) will be successful, because of the risk of the RTO failing, 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 RTO has not been concluded and its outcome is unknown. 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 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 responsibilities and the responsibilities of the directors with respect to going concern are described in the
relevant sections of this report.
Our evaluation of the directors’ assessment of the entity’s ability to continue to adopt the going concern basis
of accounting included reviewing the forecasts of the group and parent company should the RTO fail,
undertaking sensitivity analysis around the key cash flows. We also reviewed documentation around the status
and progress of the RTO, including the expected completion date.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the
relevant sections of this report.
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.
ICONIC LABS PLC
INDEPENDENT AUDITOR’S REPORT
FOR THE YEAR ENDED 30 JUNE 2024
Page 22
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.
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.
ICONIC LABS PLC
INDEPENDENT AUDITOR’S REPORT
FOR THE YEAR ENDED 30 JUNE 2024
Page 23
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
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 available 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 2024
Page 24
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 2024. Our total uninterrupted period of engagement is two years, covering the periods
ending 30 June 2023 to 30 June 2024.
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
ICONIC LABS PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2024
Page 25
Notes | Year ended | Year ended | ||
30 June | 30 June | |||
2024 | 2023 | |||
(restated) | ||||
£ | £ | |||
Revenue | ||||
Gross profit | ||||
Administrative expenses | 3 | |||
Other operating income | ||||
Operating Profit | ||||
Profit before taxation | ||||
Income tax expense | 5 | |||
Profit for the year | ||||
Total comprehensive profit for the year | ||||
Earnings per share attributable to equity shareholders of the Company | 6 | |||
- | Basic earnings per share | |||
- | Diluted earnings per share |
The profit for the year and total comprehensive profit 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 31 to 50 are an integral part of these financial statements.
ICONIC LABS PLC
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2024
Page 26
Notes
30 June | 30 June | ||
2024 | 2023 | ||
(restated) | |||
£ | £ | ||
Assets | |||
Non-current assets | |||
Intangible assets | 7 | ||
Total non-current assets | |||
Current assets | |||
Trade and other receivables | 9 | ||
Cash and cash equivalents | 10 | ||
Total assets | |||
Equity | |||
Share capital | 11 | ||
Share premium | 12 | ||
Accumulated losses | 12 | ( | ( |
( | ( | ||
Liabilities | |||
Current liabilities | |||
Trade and other payables | 13 | ||
Loans and borrowings | 14 | ||
Total liabilities | |||
Total equity and liabilities |
The notes on pages 31 to 50 are an integral part of these financial statements.
The financial statements of Iconic Labs plc were approved by the Board and authorised for issue on 30 October 2024. They were
signed on its behalf by:
………………………………………
John Farquharson
Director
Company Registration No: 10197256
ICONIC LABS PLC
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024
Page 27
Share | Share | Accumulated | Total | |
capital | premium | losses | Equity | |
£ | £ | £ | £ | |
Balance at 30 June 2022 | ( | ( | ||
Profit for the period | ||||
Total comprehensive profit for the period | ||||
Transactions with owners: | ||||
Issue of shares | ||||
Total contribution by and distribution to owners | ||||
Balance at 30 June 2023 as previously presented | ( | ( | ||
Prior period adjustment (note 16) | ( | ( | ||
Balance at 30 June 2023 as restated | ( | ( | ||
Profit for the year | ||||
Total comprehensive profit for the year | ||||
Transactions with owners: | ||||
Issue of shares | ||||
Total contribution by and distribution to owners | ||||
Balance at 30 June 2024 | ( | ( |
Share premium includes premiums on issue of share capital, less associated issue costs.
The notes on pages 31 to 50 are an integral part of these financial statements.
ICONIC LABS PLC
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2024
Page 28
Notes
Year ended | Year ended | ||
30 June | 30 June | ||
202 4 | 2023 | ||
(restated) | |||
£ | £ | ||
Cash flows from operating activities | |||
Total comprehensive profit for the year | |||
Costs relating to EHGOSF facility | |||
Net write back of trade creditors | ( | ( | |
Net write back of loan notes | ( | ||
( | ( | ||
Increase in trade and other receivables | 9 | ( | |
(Increase)/decrease in trade and other payables | 13 | ( | |
Net cash used in operating activities | ( | ( | |
Cash flows from financing activities | |||
Cash flows from issue for promissory notes | 14 | ||
Cash flows from issue of convertible loan notes | 14 | ||
Net cash flows from financing activities | |||
Net increase in cash and cash equivalents | |||
Cash and cash equivalents at beginning of year | |||
Cash and cash equivalents at year end | 10 |
ICONIC LABS PLC
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2024
Page 29
Notes
30 June
2024
30 June
202
3
(restated)
£
£
Non-current assets
Investments
8
1
1
Non-current assets
1
1
Current assets
Trade and other receivables
9
10,030
-
Cash and cash equivalents
10
129,309
50,243
139,339
50,243
Total assets
139,340
50,244
Equity
Share capital
11
5,192,602
4,539,523
Share premium
12
8,401,588
8,341,761
Accumulated losses
12
(16,312,233)
(16,731,181)
(2,718,043)
(3,849,897)
Current liabilities
Trade and other payables
13
210,604
1,750,141
Loans and borrowings
14
2,646,779
2,150,000
2,857,383
3,900,141
Total liabilities
2,857,383
3,900,141
Total equity and liabilities
139,340
50,244
The notes on pages 31 to 50 are an integral part of these financial statements.
The Company’s profit and total comprehensive profit for the year ended 30 June 2024 was £418,948
(restated 30 June 2023:
£4,558,623 profit).
………………………………………
John Farquharson
Director
Company Registration No: 10197256
ICONIC LABS PLC
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024
Page 30
Share
capital
£
Share
premium
£
Accumulated
losses
£
Total
equity
£
Balance at 01 July 2023
4,450,506
7,900,778
(21,289,344)
(8,938,060)
Profit for the period
-
-
4,768,163
4,768,163
Total comprehensive profit for period
-
-
4,768,163
4,768,163
Transactions with owners
Issue of shares
89,017
440,983
-
530,000
Total contributions by and distributions to
owners
89,017
440,983
-
530,000
Balance at 30 June 2023 as originally presented
4,559,523
8,341,761
(16,521,181)
(3,639,897)
Prior period adjustment (note 16)
-
-
(210,000)
(210,000)
Balance at 30 June 2023 as restated
4,559,523
8,341,761
(16,731,181)
(3,849,897)
Balance at 01 July 2023
4,359,523
8,341,761
(16,731,181)
(3,849,897)
Profit for the year
-
-
418,948
418,948
Total comprehensive profit for year
-
-
418,948
418,948
Transactions with owners
Issue of shares
653,079
59,827
-
712,906
Total contributions by and distributions to
owners
653,079
59,827
-
712,906
Balance at 30 June 2024
5,192,602
8,401,588
(16,312,233)
(2,718,043)
Share premium includes premiums on issue of share capital, less associated issue costs.
The notes on pages 31 to 50 are an integral part of these financial statements
.
ICONIC LABS PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
Page 31
ICONIC LABS PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024 (CONTINUED)
Page 32
ICONIC LABS PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024 (CONTINUED)
Page 33
ICONIC LABS PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024 (CONTINUED)
Page 34
ICONIC LABS PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024 (CONTINUED)
Page 35
ICONIC LABS PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024 (CONTINUED)
Page 36
3. Profit from Operations
4. Staff Costs
No wages were paid during this year or the previous year.
Employee Numbers
The average number of staff employed by the group during the period amounted to:
General and administration
4
3
4
3
ICONIC LABS PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024 (CONTINUED)
Page 37
5. Income tax expense
Year ended
30 June 202
4
£
Year ended
30 June 2023
£
Current tax
-
-
Total current tax
-
-
The reason for the difference between the actual tax charge for the period and the standard rate of corporation
tax in the United Kingdom applied to losses for the period are as follows:
Year ended
30 June 202
4
£
Year ended
30 June 202
3
(restated)
£
Profit before taxation
418,948
4,558,623
Tax using the parent company’s domestic tax rate of 25% (2023: 19%)
104,737
866,138
Effects of:
Utilisation of tax losses and other deductions arising in the period
(104,737)
(866,138)
Total tax charged in the income statement
-
-
6. Earnings per share
Year ended
30 June 202
4
£
Year ended
30 June 202
3
(restated)
£
Basic earnings per share
Numerator
Profit for the year
418,948
4,558,623
Denominator
Weighted average number of ordinary shares used in basic earnings per
share (units)
8,784,726
46,306,916,660
Basic earnings per share
0.05
0.00
Diluted earnings per share
Numerator
Profit for the year
418,948
4,558,623
Denominator
Weighted average number of ordinary shares used in basic earnings per
share (units)
8,784,726
46,306,916,660
Impact of potential dilutive shares (units)
20,150,000
19,400,000
Adjusted weighted average number of shares (units)
28,934,726
46,326,316,660
Diluted earnings per share
0.01
0.00
ICONIC LABS PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024 (CONTINUED)
Page 38
8. Investments Company
30 June
202
4
£
30 June
202
3
£
Investments in subsidiaries
1
1
1
1
ICONIC LABS PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
Page 39
ICONIC LABS PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
Page 40
9. Trade and other receivables
Group
30 June
202
4
£
30 June
2023
£
Prepayments and accrued income
10,030
-
Total
10,030
-
Company
30 June
202
4
£
30 June
202
3
£
Prepayments and accrued income
10,030
-
Total
10,030
-
10. Cash and cash equivalents
Group
30 June
202
4
£
30 June
202
3
£
Cash at bank available on demand
129,309
50,243
Total cash and cash equivalents
129,309
50,243
Company
30 June
202
4
£
30 June
202
3
£
Cash at bank available on demand
129,309
50,243
Total cash and cash equivalents
129,309
50,243
ICONIC LABS PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
Page 41
ICONIC LABS PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
Page 42
13. Trade and other payables
Group
30 June
202
4
£
30 June
202
3
£
Trade payables
135,289
1,704,142
Accruals
75,315
45,999
Total
210,604
1,750,141
Book values approximate to fair values at 30 June 202
4 and 30 June 2023.
Company
30 June
202
4
£
30 June
202
3
£
Trade payables
135,289
1,704,142
Accruals
75,315
45,999
210,604
1,750,141
Book values approximate to fair values at 30 June 2024 and 30 June 2023.
ICONIC LABS PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
Page 43
ICONIC LABS PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
Page 44
ICONIC LABS PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
Page 45
ICONIC LABS PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
Page 46
ICONIC LABS PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
Page 47
ICONIC LABS PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
Page 48
ICONIC LABS PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
Page 49
18. Related party Transactions
Details of Directors’ remuneration are given in the Remuneration Committee Report on pages 14-15.
ICONIC LABS PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
Page 50
20. Ultimate Controlling Party
The Directors do not consider that there is an ultimate controlling party of Iconic Labs Plc.
22. Subsequent Events
On 29 July 2024, the Listing Rules were replaced by the UK Listing Rules (“UKLR”) under which the existing
Standard Listing category was replaced by the Equity Shares (shell companies) category under Chapter 13 of
the UKLR as it applied to the Company. Consequently, with effect from that date the Company is admitted
to Equity Shares (shell companies) category of the Official List under Chapter 13 of the UKLR and to trading
on the London Stock Exchange’s Main Market for listed securities.