REG - Iconic Labs PLC - Annual Financial Report 2022
03/01/2023 17:00
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RNS Number : 5633L Iconic Labs PLC 03 January 2023
3 January 2023
Iconic Labs PLC
("Iconic" or the "Company")
Full Year Results for the year ended 30 June 2022
Iconic Labs Plc (LSE:ICON), a multi-divisional new media and technology
business, today announces its audited financial results for the year ended 30
June 2022.
Copies of the Report and Accounts for the year ended 30 June 2022 will be sent
to shareholders.
ENQUIRIES:
Brad Taylor
ir@iconiclabs.co.uk
Chief Executive Officer
CHIEF EXECUTIVE AND CHAIRMAN'S REPORT
Dear Shareholders,
I am pleased to present the audited accounts for the twelve months ended 30
June 2022.
While these accounts cover the twelve-month period ended 30 June 2022, given
the administration that began on 4 June 2021 and suspension of trading, our
focus has, of necessity, been on restructuring the Company, settling various
legal disputes, and exiting administration rather than on the accounting,
operational, and strategic tasks that we would have undertaken in normal
circumstances. As such, it is only now, in the fourth quarter of 2022 that we
have been able to prepare these accounts.
The Company Voluntary Arrangement ("CVA") has been approved by the creditors,
and any other legal disputes relating to this period have been settled, the
challenge period for the CVA has expired without any objections, and the
administration has ended such that control of Iconic is once again in the
hands of the Directors.
With this successful restructuring behind us, our goal now is to get the
suspension of Iconic's shares lifted so that trading can resume, financing can
continue, and we can implement our strategic objectives for the Company.
Therefore, in this report, we will not only be providing the Audited Annual
Report & Accounts for the twelve months ended 30 June 2022, but we will
also be providing an update on where Iconic stands as of the fourth quarter of
2022 in the interest of full transparency and providing the market with the
most up to date information on the Company.
Administration
Details surrounding the appointment of joint administrators on 4 June 2021 and
suspension of the trading of Iconic's shares on 7 June 2021 can be found in
the Audited Annual Report and Accounts for the year ended 30 June 2021 that
has been published at approximately the same time as this report for the year
ended 30 June 2022.
Events From 1 July 2021 through 30 June 2022:
On 26 July 2021, Iconic submitted a Statement of Affairs to the High Court of
Justice, Business & Property Courts setting forth a summary of the
Company's assets, liabilities, creditors, and shareholders as of 4 June 2021
when the administration began. On the same date, the Joint Administrators
submitted to the creditors Proposals Relating to Iconic, wherein, among other
items, they proposed that if adequate funding could be found, a CVA proposal
could be submitted to the creditors for their consideration.
Following several adjournments, a Shareholders' General Meeting was ultimately
held on 8 December 2021 for shareholders to vote on the meeting agenda that
was convened on 20 May 2021. All resolutions were passed and involved the
ability of Iconic to allot shares and finance the Company as set forth below:
· Resolution 1: Authority to allot relevant
securities in respect of the 2019 Issuance Agreement and the Amended 2020
Issuance Agreement. This Resolution authorised the Directors to convert the
notes and/or warrants issued under the 2019 Issuance Agreement and the Amended
2020 Issuance Agreement and issue further notes and/or warrants under such
agreements, including in respect of subsequent drawdowns under the Amended
2020 Issuance Agreement. This authority is for relevant securities up to an
aggregate nominal amount of £692,246, is in addition to any existing other
authorities to allot relevant securities and expires on 14 June 2026.
· Resolution 2: Authority to allot relevant
securities in respect of any Flexible Facility. This Resolution authorised the
Directors to issue convertible securities (which grant rights to subscribe for
ordinary shares) and ordinary shares on conversion of such convertible
securities in connection with any "Flexible Facility" (as described in the
Resolution). This authority is for relevant securities up to an aggregate
nominal amount of £807,754, is in addition to any existing other authorities
to allot relevant securities and expires on 14 June 2026.
· Resolution 3: Disapplication of pre-emption rights
in respect of the 2019 Issuance Agreement and the Amended 2020 Issuance
Agreement. This Resolution was subject to the passing of Resolution 1, which
passed. In turn, this third Resolution authorised the Company to disapply the
pre-emption rights conferred by the Companies Act 2006 in connection with the
allotment authority conferred by Resolution 1 in respect of the 2019 Issuance
Agreement and the Amended 2020 Issuance Agreement. This authority applies to
the relevant securities which were the subject of the allotment authority
conferred by Resolution 1, is in addition to any existing powers conferred on
the Company and expires on 14 June 2026.
· Resolution 4: Disapplication of pre-emption rights
in respect of any Flexible Facility. This Resolution was subject to the
passing of Resolution 2, which passed. In turn, this fourth Resolution
authorised the Company to disapply the pre-emption rights conferred by the
Companies Act 2006 in connection with the allotment authority conferred by
Resolution 2 in respect of any Flexible Facility. This authority applies to
the relevant securities which are the subject of the allotment authority
conferred by Resolution 2, is in addition to any existing powers conferred on
the Company and expires on 14 June 2026.
· Resolution 5: Disapplication of pre-emption rights
in respect of the allotment authorities from the Company's Annual General
Meeting ("AGM"). At the Company's AGM on 31 December 2020, the shareholders
passed a resolution that authorised the Directors to allot shares in the
Company (and to grant rights to subscribe for, or to convert any security
into, shares in the Company) up to an aggregate nominal amount of £124,684.16
as well as up to a further aggregate nominal amount of £124,684.16 in
connection with a rights issue. This fifth Resolution authorised the Company
to disapply the pre-emption rights conferred by the Companies Act 2006 in
connection with the allotment authorities conferred on the Company at the last
AGM described above. This authority is in addition to any existing powers
conferred on the Company and expires at the conclusion of the Company's next
AGM.
Events Post Closing of the 2022 Accounts:
While the administration was still in effect as of 30 June 2022, with the
foregoing resolutions passed, we turned our attention to (i) negotiating
settlements to all outstanding disputes; (ii) finalizing a CVA with the Joint
Administrators and the critical, preferential, secured, and unsecured
creditors; and (iii) agreeing to financing terms with EHGOSF to support the
Company upon exiting from administration. Given the numerous parties involved
and their competing interests, complexity of the various legal and financial
issues confronting the parties, and volume of related legal documentation to
be agreed upon, this process took until August 2022.
At that time, settlement agreements resolving all disputes were finalized, and
notices were issued for a Creditors' Meeting to be held on 22 September 2022
to approve the CVA and a Shareholders' General Meeting to also be held on 22
September 2022 after the Creditors' Meeting. As part of the settlement
agreements, EHGOSF agreed to cancel its outstanding convertible loan notes and
warrants in exchange for new convertible loan notes of £750,000, and in
addition, £750,000 in new convertible loan notes were to be issued to Linton
Capital, which had been assigned Arch's Capital's positions. These new
convertible loan notes were issued to EHGOSF and Linton Capital, respectively,
on 19 December 2022, but to date have not been converted into new shares in
Iconic.
At the Creditors' Meeting on 22 September 2022, the CVA was approved. In
summary, a payment plan was approved over a period of nine months for the
critical and preferential creditors as well as all costs and expenses
associated with the administration. In addition, unsecured creditors agreed to
be repaid in Iconic shares at a rate of £0.25 per £1.00 of unsecured claims
against the Company, resulting in a reduction of more than £800,000 of
liabilities against Iconic. These new Iconic shares will be issued to the
unsecured creditors once all payments have been made to the critical and
preferential creditors, and all costs and expense associated with the
administration have been paid in full. Subject to Iconic's trading suspension
being lifted, and financing continuing under the new £3m financing facility
with EHGOSF, set forth in detail below, Iconic anticipates these new shares to
be issued to the unsecured creditors in May of 2023. A total of 1,674,130,609
new shares will be issued to the unsecured creditors at that time.
At the Shareholders' General Meeting also held on 22 September 2022, all
resolutions were passed as set forth below:
· Resolution 1: The CVA that had been approved
earlier in the day by the creditors was then approved at the General Meeting
by the shareholders.
· Resolution 2: Authority to allot relevant
securities to the creditors of the Company in respect of the CVA. The
shareholders granted authority to the Company under the Companies Act 2006 for
the Company to issue 1,674,130,609 ordinary shares to the relevant creditors
in accordance with the CVA. This authority is for relevant securities up to an
aggregate nominal amount of £16,741.31, is in addition to any existing other
authorities to allot relevant securities and expires 5 years from the date of
this Resolution.
· Resolution 3: Authority to allot securities
generally for purpose the Directors may deem necessary or expedient in
promoting the success of the Company. The shareholders granted authority to
the Company to issue ordinary shares for such purposes as deemed fit to
promote the success of the Company, and for those general commercial purposes
that are in the best interest of the Company and its shareholders. The Company
is authorised to issue ordinary shares up to 14,962,099,216 of £0.00001 per
share in the capital of the Company. An aggregate nominal amount of
£149,620.99 represents approximately forty per cent (40%) of the issued
ordinary share capital of the Company as of 30 August 2022. This authority is
for relevant securities up to an aggregate nominal amount of £149,620.99, is
in addition to any existing other authorities to allot relevant securities and
expires 5 years from the date of this Resolution.
· Resolution 4: Disapplication of pre-emption rights
in respect of the ordinary shares to be issued in accordance with the CVA.
This Resolution was subject to the passing of Resolution 2, which passed. In
turn, this fourth Resolution authorised the Company to disapply the
pre-emption rights conferred by the Companies Act 2006 in connection with the
issue of 1,674,130,609 ordinary shares to the creditors of the Company
pursuant to the CVA and applies to the allotment authority conferred by
Resolution 2 above. This authority is in addition to any existing powers
conferred on the Company and expires 5 years from the date of this Resolution.
· Resolution 5: Disapplication of pre-emption rights
in respect of the general authority to issue up to 14,962,099,216 of ordinary
shares. This Resolution was subject to the passing of Resolution 3, which
passed. In turn, this fifth Resolution authorised the Company to disapply the
pre-emption rights conferred by the Companies Act 2006 in connection with the
issue of up to 14,962,099,216 of ordinary shares representing approximately
forty per cent (40%) of the issued ordinary share capital of the Company as of
30 August 2022 and applies to the allotment authority conferred by Resolution
3 above. This authority is in addition to any existing powers conferred on the
Company and expires 5 years from the date of this Resolution.
New Financing Facility with EHGOSF
Following the approval of the CVA by creditors and shareholders, on 28
September 2022 Iconic entered into a £3 million Deed of Issuance and
Subscription in respect of loan notes ("Notes") convertible into new ordinary
shares with share subscription warrants ("Warrants") attached (together "the
Financing Facility") with EHGOSF. The Financing Facility can be drawn down in
up to 14 sequential tranches over a maximum period of 18 months and each Note
has a duration of 24 months as from its date of issue.
On the same day, Iconic submitted a drawdown notice for the first tranche of
£250,000 and 781,250,000 warrants with an exercise price of GBP 0.00016. The
subsequent tranches will be as follows: (i) £150,000 for tranches 2 through
6; and (ii) £ 250,000 for tranches 7 through 14.
Under the Financing Facility, EHGOSF will provide Iconic with up to £3
million by subscribing for up to 3,000 Notes, each with a par value of
£1,000, convertible into new ordinary shares in the Company, with the
Warrants attached. Each Note is convertible into shares of Iconic at a
conversion price equal to the highest of a) 90% of
the lowest volume-weighted average price of the 15 trading days prior to
delivery of a conversion notice and b) the nominal value of the shares. Iconic
is to pay a commitment fee of £ 150,000 in Notes under the terms of the
Financing Facility. On termination of the Financing Facility Iconic has an
obligation to pay EHGOSF an administration fee in the total aggregate amount
of twenty percent (20%) of the principal amount of all Notes outstanding at
the time of the termination.
The Financing Facility is subject to Iconic complying with certain obligations
and conditions precedent, including:
· With respect to the fourth tranche onwards, that the suspension
on Iconic's shares from trading on the London Stock Exchange be lifted with 3
months of the agreement being entered into, and that the shares of Iconic
recommence trading on Main Market of the London Stock Exchange (the
"Commencement of Trading");
· From the first tranche following the Commencement of Trading
onwards:
o 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; and
o 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;
· From the fifth Tranche onwards, Iconic having published a
prospectus;
· No binding commitment having been entered into by Iconic pursuant
to which a change of control in Iconic would occur; and
· No occurrence that constitutes an event of default having
occurred and is continuing.
The Warrants will amount to 50% of the financing provided by EHGOSF such that
the number of Warrants will be equal to 50% of the principal amount of the
Notes divided by the warrant exercise price.
Before the trading suspension on Iconic's shares is lifted and trading
resumes, the warrant exercise price will be equal to the share price
immediately prior to suspension, or £0.00016 per share.
If the trading suspension in Iconic's shares is lifted and trading resumes,
the warrant exercise price will be equal to 120% of the share volume weighted
average price of the shares over the 15 trading days immediately preceding the
relevant subscription or issuance request.
Iconic will only be able to draw down on the first three tranches, for a total
of £550,000, prior to the trading suspension in Iconic's shares being lifted
by the Financial Conduct Authority and Iconic is once again trading on the
Main Market of the London Stock Exchange. The Iconic executive team, advisors
and auditors are diligently working to have the trading suspension lifted as
soon as possible. Iconic will provide updates on its progress in due
course.
On 28 October 2022, Iconic received a Subscription Form from EHGOSF for the
second tranche of notes amounting to £ 150,000 and 468,750,000 warrants with
an exercise price of GBP 0.00016.
On 29 November 2022, Iconic received a Subscription Form from EHGOSF for the
third tranche of notes amounting to £ 150,000 and 468,750,000 warrants with
an exercise price of GBP 0.00016.
CVA Payments
On 21 October 2022, the first payments due to critical and preferential
creditors under the CVA were timely paid. In addition, on the same day, the
challenge period to the CVA expired without any challenges having been made.
As such, the CVA was final, and the Joint Administrators submitted the
requisite filings with Companies House to this effect.
On 29 October 2022, the second payments due to critical and preferential
creditors under the CVA were timely made.
On 8 November 2022, the Joint Administrators submitted their Final Report to
Companies House and the High Court of Justice, Business & Property Courts
seeking to exit the administration and return control of the Company to the
Directors.
On 28 November, the third payments due to critical and preferential creditors
under the CVA were timely made.
On 29 November, Companies House and the High Court of Justice, Business &
Property Courts confirmed and acknowledged the Joint Administrators' Final
Report such that the administration ended, and control of the Company was
returned to the Directors.
On 28 December 2022, the fourth payments due to critical and preferential
creditors under the CVA shall be timely made.
The Company and its advisors are currently in discussions with the FCA to lift
the trading suspension on the Company's shares as soon as possible.
Financial Summary
Iconic incurred a loss for the 2022 financial year of £762,107 (2021 -
£7,697,306). During the 2022 financial year, Iconic Labs UK Limited and
Wideacademy Limited were dissolved and all assets and liabilities in those
subsidiaries were written down to nil value in the consolidated financial
statements.
Currently, Iconic is at an early stage of development its future strategy and
is not currently profitable. Future revenues and profitability are dependent
on the trading suspension being lifted.
Further details regarding the financial performance of Iconic can be found in
the Strategic Report.
Brad Taylor
Director
Date: 27 December 2022
STRATEGIC REPORT
Introduction
This is the sixth set of financial statements prepared by Iconic. For the
reasons set forth in the Chief Executive and Chairman's Report above, this
Strategic Report has been prepared in the fourth quarter of 2022 and as such,
details the strategy and risks of the Company from that time. This Strategic
Report should also be read in conjunction with the Chief Executive and
Chairman's statement which is included within the 2022 Annual Report.
Principal Activities and Business Review
Iconic is a media and technology business focused on the identification,
acquisition and growth of technology driven companies in the online media,
artificial intelligence, and big data gathering, processing and analysis
sectors.
Iconic's sole asset is Gay Star News ("GSN"), an online media platform
dedicated to the LGBTQ+ community and that Iconic intends to continue
developing with strategic partners.
Iconic's principal activities in the short term are ensuring compliance with
the terms of the CVA and settlement agreements and working with the FCA to
lift the trading suspension on Iconic's shares as soon as possible so that the
Directors can begin working on the operational and strategic objectives for
the Company.
Principal Risks and Uncertainties
The following risks are considered by the Board to be the most significant to
the business:
Revenue and Profitability Risk
Iconic remains at an early stage of development with only one asset, GSN.
Since the balance sheet date, it has had to rebalance all previous activities
and is focusing on compliance with the terms of the CVA and settlement
agreements and working with the FCA to lift the trading suspension on Iconic's
shares as soon as possible so that the Directors can begin working on the
operational and strategic objectives for the Company.
Iconic's Financing Facility with EHGOSF is conditional upon the Company
trading again. In the event the Company is not relisted and Iconic cannot
obtain financing to acquire companies for its portfolio, there is a risk that
Iconic will not generate the revenue and profitability to remain a going
concern.
Administration Risk
As of the closing of the 2022 accounts, the Joint Administrators controlled
Iconic, however post-closing of the 2022 accounts, Iconic entered into a CVA
with all creditors, has exited administration, and is working with the FCA on
getting the trading suspension on its shares lifted. There is, however, a risk
that Iconic's trading suspension will not be lifted, in which case the EHGOSF
financing will cease, and the Company would have to examine alternative
financing strategies or undergo liquidation proceedings should it not be able
to comply with its financial obligations under the CVA.
Key Executive Risk
Given the wholesale change in the Board of Directors and executive team in
February and March of 2021, coupled with the complexity of the restructuring,
administration, CVA, and relisting processes, there is a risk of Iconic not
being able to retain key executives, which could adversely affect Iconic's
operating and financial performance.
Retaining and motivating key executives, particularly those who worked
diligently with the Joint Administrators, EHGOSF, and the various parties
involved in disputes with the Company, to successfully restructure Iconic is a
critical component of the future success of the business. Without the
participation of these key executives, it is highly unlikely that the
execution of the CVA, relisting of the Company, financing with EHGOSF, and
implementation of its strategic vision will be implemented. The departure of
any of Iconic's executive officers would have a significant negative impact on
its operations and likely result in the liquidation of Iconic.
Funding Risk
Iconic is at an early stage of development, with only a single asset, and is
not currently profitable. While Iconic has entered into a £3million financing
facility with EHGOSF there are numerous conditions to the financing that if
not met will result in EHGOSF suspending or terminating its financing of the
Company. In the short term, the highest risk affecting this financing from
EHGOSF is getting the trading suspension on Iconic's shares lifted. In the
event the trading suspension is not lifted, the likelihood of future financing
from EHGSOF or any other financing partner will be difficult if not
impossible.
Market Risk
The online media and publishing, technology, artificial intelligence, and data
gathering, processing, and analytics sectors are continually changing and have
a significant amount of competition. Iconic has identified various acquisition
targets, but until such time as the trading suspension is lifted and Iconic's
financing situation can correspondingly be solidified, it is difficult to
predict the likelihood of these acquisition targets remaining interested.
Until such time, Iconic will also be materially affected by the actions of
competitors, partners and suppliers. As a Company at an early stage of
development, Iconic's competitors could offer superior scale and put pressure
on prices which could affect Iconic's revenues and profit margins.
Global Economic Risk
The online media and publishing, technology, artificial intelligence, and data
gathering, processing, and analytics sectors are susceptible to adverse
developments in the global economy and particularly the UK economy where
Iconic is located. The continual uncertainty over Brexit or COVID, for
example, may continue to delay spending by potential clients which may have a
negative effect on the demand for services which could affect Iconic's
revenues.
Potential Unrecorded Legacy Liabilities
As evidenced by the administration and disputes involving various key parties,
there were significant legacy issues that predated the new management's
arrival when they took control of the business. Following the exit from
administration and the entering into of confidential settlement agreements
with various parties, it is highly unlikely that there are any material
unknown liabilities of Iconic.
The current status of the old Widecells subsidiaries is as follows:
· Widecells Limited - was dissolved on 23 August 2022
· WideAcademy - was dissolved on 26 April 2022
· Widecells Espana - Has entered liquidation process. DIRECTORSHIP
CIBELES, SL, a subsidiary of Gestiona-t, appointed liquidator.
· Widecells Portugal - Following the decision to cease operations
and in the absence of local Directors the UK Board have been taking legal
advice and are in the process of instructing a local liquidator to formalise
the cessation of this company and discharge any identified obligations.
· Cellplan International LDA - Following the decision to cease
operations and in the absence of local Directors the UK Board have been taking
legal advice and are in the process of instructing a local liquidator to
formalise the cessation of this company and discharge any identified
obligations. As part of this review the Directors are making enquiries into
the regulatory arrangements surrounding the company's promoting of the Stem
Cell insurance product.
· Cellplan Limited - shareholder of Cellplan International LDA.
Dormant
· Widecells International Limited - dormant
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.
Financial Review
Iconic made a loss in the 2022 financial year of £762,107 (2021 -
£7,697,306).
The revenue of the Group in the year was £26,823 (2021 - £509,171).
Administrative expenses decreased by £3,373,665 in the year, mainly due to
the parent company being in administration for the entire financial year.
At 30 June 2022, Iconic held total assets of £6 (2021 - £154,056), following
the writing down of assets and a provision for bad debts in the year as a
result of the dissolution of Iconic Labs UK Limited in June 2022. The Group
had liabilities of £8,938,526 at the balance sheet date (2021 - £8,330,469),
an increase of £608,057. Details of the CVA which has been approved post year
end are also detailed in the Chief Executive and Chairman's Report.
Key Performance Indicators:
The business is 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:
· Gross revenue growth
· EBITDA growth
· Market value
Future Development and Strategy
Market Trends
The Directors closely follow the trends and developments in the online media
and publishing, technology, artificial intelligence, and big data gathering,
processing, and analytics sectors. We see the shift continuing towards leaner
online companies that can scale rapidly, operate internationally with an
inexpensive footprint, and provide a broad array of services across various
sectors through the effective use of information and video gathering, data
mining, just in time processing, and online collaboration technology.
While the administration paused Iconic's ability to conduct transactions in
these sectors, the Directors nevertheless continued to follow these market
trends and are well positioned now that Iconic has exited administration to
take advantage of opportunities in these areas.
Company Strategy
The Directors have identified numerous players in the sectors of interest,
many of which have technological or operational advantages, but are unable to
grow and scale rapidly or internationally for various reasons including the
fragmented, localized, and isolated nature of their business models. We
believe there is a significant opportunity to support, acquire, and integrate
these companies into Iconic given the Directors' international capabilities
and strategic growth expertise.
Going concern
The Board's assessment of going concern and the key considerations thereto,
are set out in our Corporate Governance Report.
Capital Structure
Details of the ordinary shares of the Company are shown in note 13. The
Company has a class of ordinary shares with a nominal value of £0.00001 per
share and a class of deferred shares of £0.00249 per share, both of which
carry no 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 with EHGOSF 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.
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.
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 2022, and continuing through the fourth quarter of 2022, Iconic
does not have any employees and its management is being conducted primarily by
Brad Taylor and David Štýbr who have worked with the Joint Administrators
and creditors to restructure the company and exit administration, resolve all
outstanding disputes, and get the trading suspension on Iconic' shares
lifted.
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.
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 in the Corporate Governance Report.
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.
Given that Iconic was still in administration from 1 July 2021 through 30 June
2022, Iconic did not have, and was not permitted to have, any Board meetings
during this period.
Brad Taylor
Director
Date: 27 December 2022
CORPORATE GOVERNANCE REPORT
As Chairman 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 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 organization.
The Company has adopted the Quoted Companies Alliance Corporate Governance
Code (2018) (the "QCA Code"), which it believes to be the most appropriate
governance code for Iconic. We report our compliance with the QCA Code in this
Annual Report.
The Directors closely follow the trends and developments in the online media
and publishing, technology, artificial intelligence, and big data gathering,
processing, and analytics sectors. Iconic has a corporate strategy to identify
and develop leaner online companies that can scale rapidly, operate
internationally with an inexpensive footprint, and provide a broad array of
services across various sectors through the effective use of information and
video gathering, data mining, just in time processing, and online
collaboration technology. Iconic delivers its business strategy with tightly
controlled overheads, supplementing its financial resources through corporate
transactions, JVs and partnerships as well as trading and disposals or
exchanges of non-core assets.
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, as a whole, is committed to instill a culture across the Company,
delivering strong values and behaviours.
Iconic recognizes 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 - APPLICATION, PRINCIPLES AND DISCLOSURE REQUIREMENTS
Until October 2019, Iconic gave due regard to the principles set out in the UK
Corporate Governance Code published in April 2016 by the Financial Reporting
Council and the Quoted Companies Alliance published Corporate Governance
Guidelines. 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.
The QCA Code sets out ten principles that 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.
Principle 2: Seek to understand and meet shareholder needs and expectations
Relationship with shareholders
Primary responsibility for effective communication with shareholders lies with
the Chairman and Chief Executive Officer, Brad Taylor, but all Directors are
available to meet with shareholders throughout the year. Mr. Taylor has been
active in meeting with and preparing presentations for investors. Iconic
endeavours to answer all queries raised by shareholders promptly.
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 2022, Iconic does not have any employees and its management is
solely being conducted by the executive officers and non-executive Directors
who are working with the Joint Administrators and creditors to restructure the
company and exit administration, resolve all outstanding disputes, and get the
trading suspension on Iconic' shares lifted.
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.
Principle 5: Maintain the board as a well-functioning, balanced team led by
the chair
As of 30 June 2022, the Board comprised the following:
-
- Brad Taylor: Chief Operating Officer & Chairman
- David Štýbr: Non-Executive Director
- Wilhelmus van der Meer: Non-Executive Director
- Marija Hrebac, Non-Executive Director
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 which enables 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.
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:
· Overall leadership of Iconic and setting Iconic's values and
standards
· Approval of Iconic's long-term objectives and commercial strategy
· Approval of the annual operating and capital expenditure budgets
and any changes to them
· Major investments or capital projects
· The extension of Iconic's activities into any new business or
geographic areas
· Any decision to cease any material operations
· Changes in Iconic's capital structure or management and control
structure
· Approval of the annual report and accounts and preliminary and
half-yearly financial statements
· Approval of treasury policies, including foreign currency
exposures and use of financial derivatives
· Ensuring the maintenance of a sound system of internal control
and risk management
· The entering into of agreements that are not in the ordinary
course of business or material strategically or by reason of their size
· 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 it is the intention
of the Board 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 with regards to their skills, knowledge, experience and
credentials, regardless of gender, race, ethnic, or national background.
The QCA Code requires that the boards of companies have an appropriate balance
between Executive and Non-Executive Directors. Given the Board comprises one
Executive Director and three 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
Brad Taylor
Mr. Taylor began his career as an attorney with law firms Akin Gump Strauss
Hauer & Feld in Houston, and Greenberg Traurig in Dallas before switching
to private equity as a director with Holland Park Capital in Austin. From
there, he worked in Paris as the General Counsel and member of the Executive
Committee of Orco Property Group. While at Orco, he served on the board of
Orco Germany in Berlin, and the board of Suncani Hvar Hotels, a public private
partnership with the Republic of Croatia. Now based in Washington DC, he is
the CEO of Ott Ventures USA and of Iconic Labs, an LSE listed company. A
Canadian citizen, he has a Bachelor of Commerce degree from McGill University,
a Juris Doctorate from Baylor University School of Law, an MBA from INSEAD,
and studied International Law at Cambridge University.
David Štýbr
Mr. Štýbr's career has been oriented on business activities, project
leadership and asset management. His main focuses have been in finance,
investments, private equity, venture capital and real estate, with significant
experience working for investment companies operating on US futures markets,
management positions in a leading CEE real estate company, and leading a
family office. He also has expertise in strategic planning and preparing
measurable targets to be achieved by corporations, as well as financial
oversight.
Wilhelmus van der Meer
Mr. Van Der Meer has extensive experience in the equity, capital raising, and
restructuring sectors throughout Europe. A Dutch native, he began his career
in institutional equity sales with DW Brand NV before becoming the founder of
one of the largest mid/small cap investment banks in the Netherlands,
Amsterdam Effecten Kantoor. He has also served as the CEO of Greenstone Gold,
the Founder and General Manager of Petite Fleur, and Senior Advisor to Global
EcoPower, S.A.
Marija Hrebec
Marija has over 20 years of executive experience managing a variety of complex
organizations. She has worked with international corporations including
Schering-Plough, MSD, L'Oréal, and Alas International at both the national
and international levels, and has also worked across various industries
including pharmaceutical, construction, cosmetics, hospitality, and banking.
Marija's expertise revolves around the implementation of business processes,
establishing organisational structures, turnarounds, crisis management,
operational consolidations, and business integrations. Since 2012, Marija has
been leading the Croatian Deposit Insurance Agency with a focus on
implementing international standards and improving the national deposit
guarantee system. In addition, she is a member of the Croatian Financial
Stability Committee, a member of the Executive Council of the International
Association of Deposit Insurers, and the vice-chair of the European Forum of
Deposit Insurers. Marija holds a master's degree in Organizations and
Management from the Faculty of Economics and Business at the University of
Zagreb.
Principle 7: Evaluate Board performance based on clear and relevant
objectives, seeking continuous improvement
The Board hold regular meetings and on a quarterly basis conduct 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
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 2022, the Remuneration Committee is comprised of Brad Taylor and
David Štýbr. There are no employees as of that date and continuing through
the fourth quarter of 2022. Since the change of management in March 2021 until
the fourth quarter of 2022, 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.
The Remuneration Committee shall:
· Discuss and approve the salaries and benefits for the key
employees and executives.
· Discuss and agree deferral of certain parts of the salaries and
benefits.
· Discuss a proposed employee option scheme which it intends to
implement in the near future.
Audit Committee
At 30 June 2022, the Audit Committee is comprised of Brad Taylor and David
Stybr. Iconic's accounting is provided by Azets and its audits are conducted
by Nordens Audit Limited. From 1 July 2021 through the fourth quarter of 2022,
there has only been one Audit Committee meeting that was held to approve this
2022 Audited Annual Report & Accounts.
The Audit Committee shall:
· Monitor the integrity of the financial statements and any formal
announcements relating to financial performance.
· Review internal financial controls and risk management systems.
· 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.
· Review the auditor's independence and objectivity
· Develop and implement the non-audit services policy.
Board and Committee Responsibility and Activity
The Terms of Reference for each of the committees shall be available to view
on the Company's website.
Board meetings are usually held at the Company's principal working office,
however due to the COVID-19 pandemic the Directors moved towards holding
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. In addition, certain
members of the senior management team have been invited to attend the whole or
parts of the meetings to deliver reports on the business. 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 communicates with Iconic's brokers
to confirm shareholder sentiment and 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.
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
Prior to entering administration, the Board was taking steps to ensure that
Iconic would be in a position to meet its operating costs going forward and
was confident that all liabilities that existed would be capable of being met
via financing with EHGOSF.
At present, given that Iconic is in administration, restructuring work will be
undertaken with all creditors with a goal of finding a resolution to all
claims and outstanding disputes such that Iconic can exit administration,
resume trading, and begin implementing its strategic objectives.
Brad Taylor
Director
Date: 27 December 2022
REMUNERATION COMMITTEE REPORT
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 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
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") effective 1
February 2021 with Ott Ventures, s.r.o. and Ott Ventures USA Inc. (the "Ott
Companies") for a total of £50,000/month.
As of 30 June 2022, the Ott Companies had received a total of £365,000 under
the MSA and had submitted a claim for £270,000 in unpaid fees under the CVA.
As with all unsecured creditors, the Ott Companies will receive Iconic shares
at £0.25 per £1.00 of claims under the CVA in full satisfaction of this
£270,000 claim.
On 1 October 2022, only after the CVA had been approved by both the creditors
and shareholders, settlements of all disputes had been executed, and a new £3
million financing facility with EHGOSF had been signed, did the Ott Companies
invoice Iconic £365,000 as a success fee for the extensive restructuring and
settlement work they had performed through 30 September 2022. Given that the
cash priorities at this time involve making payments to the preferential and
critical creditors under the CVA and paying the costs and expenses related to
the CVA, the Ott Companies have not yet been paid from Iconic related to this
£365,000 success fee. In October of 2022, the Ott Companies also resumed
invoicing Iconic £50,000 per month under the MSA. However, in an effort to
again manage Iconic's cash flow, the Ott Companies have only been paid
£25,000 per month for October, November and December 2022 from the first
three tranches of the new £3 million financing facility with EHGOSF.
The Ott Companies are being compensated in line with the time commitment and
responsibilities their personnel are providing Iconic. This compensation is
similar to that provided to firms whose senior executives are engaged in the
complex restructuring, CVA, stabilization, settlement, and strategic business
planning required to manage publicly listed companies involved in similarly
distressed situations as Iconic.
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.
Brad Taylor
Director
Date: 27 December 2022
AUDIT COMMITTEE REPORT
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 Bradley Taylor and David Štýbr. However,
from 1 July 2021 through the fourth quarter of 2022, there has only been one
Audit Committee meeting that was held to approve this 2022 Audited Annual
Report & Accounts.
Iconic's accounting is provided by Azets and its audits are conducted by
Nordens Audit 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 implement the non-audit services policy.
Brad Taylor
Director
Date: 27 December 2022
DIRECTORS' REPORT
The directors present their report together with the audited financial
statements of Iconic Labs PLC and its subsidiaries for the year ended 30 June
2022.
Directors
The Directors as of 30 June 2022 were:
Brad Taylor
David Stybr
Wilhelmus Van Der Meer
Marija Hrebac
Matters Covered in the Strategic Report
A review of the business, future developments, subsequent events and risks and
uncertainties is included in the strategic report.
Dividends
The directors do not recommend the payment of a dividend for the year ended 30
June 2022 (30 June 2021: £nil).
Corporate Governance statement
The Corporate Governance report forms part of the Directors' Report.
Post Balance Sheet Events
The company entered administration in June 2021 and as of 30 June 2022
remained in administration. Given that this report has been prepared in the
fourth quarter of 2022, numerous post balance sheet events have been
presented.
Further details can be found in note 2 of the financial statements.
Greenhouse Gas Emissions
As far as the directors are aware the company's current business activates
(the creation of online media and advertising) do not cause more than a
negligible amount of emissions.
Directors' Responsibilities
The directors are responsible for preparing the directors' report and the
financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each
financial period. Under that law, the directors have elected to prepare the
financial statements in accordance with International Financial Reporting
Standards ("IFRS") as adopted by the United Kingdom. The financial
statements are required by law to give a true and fair view of the state of
affairs of the Company and the Group and of the Group's results for that
period.
In preparing these financial statements, the directors are required to:
· select suitable accounting policies and then apply them
consistently;
· make judgments and estimates that are reasonable and prudent;
· state whether the financial statements comply with IFRS as
adopted by the United Kingdom; and
· prepare the financial statements on the going-concern basis
unless it is inappropriate to presume that the Group and Company will continue
in business.
The directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Group's and Company's transactions and
disclose with reasonable accuracy at any time the financial position of the
Group and enable them to ensure that the financial statements comply with the
Companies Act 2006. They are also responsible for safeguarding the assets of
the Group and hence for taking reasonable steps for the prevention and
detection of fraud and other irregularities.
Website Publication
The directors are responsible for ensuring the Annual Report and financial
statements are made available on the website. Financial statements are
published on the Group's website in accordance with legislation in the United
Kingdom governing the preparation and dissemination of financial statements,
which may vary from legislation in other jurisdictions. The directors are
responsible for the maintenance and integrity of the corporate and financial
information included on the Company's website. The directors' responsibility
also extends to the ongoing integrity of the financial statements contained
therein.
Directors' Responsibilities Pursuant to DTR 4
The directors confirm that to the best of their knowledge:
· the Group 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 the
Group; and
· the annual report includes a fair review of the development and
performance of the business and the position of the Group, and the parent
company, together with a description of the principal risks and uncertainties
that they face.
Statement of disclosure to auditor
Each director at the date of approval of this annual report confirms that:
· so far as the directors are aware, there is no relevant audit
information of which the Group's and Company's auditor is unaware; and
· 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, Nordens Audit Limited, will be proposed for re-appointment at the
forthcoming Annual General Meeting.
Brad Taylor
On behalf of the Board
Date: 27 December 2022
INDEPENDENT AUDITOR'S REPORT
FOR THE YEAR ENDED 30 JUNE 2022
What we have audited
We have audited the financial statements of Iconic Labs PLC (the "Parent
Company") and its subsidiaries (the "Group") for the year ended 30 June 2022,
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 the notes to
the consolidated financial statements, including a summary of significant
accounting policies.
The financial reporting framework that has been applied in the preparation of
the Group financial statements is applicable law and International Financial
Reporting Standards (IFRSs) as adopted by the United Kingdom. The financial
reporting framework that has been applied in the preparation of the Parent
Company financial statements is applicable law and United Kingdom Accounting
Standards, including Financial Reporting Standard 102 The Financial Reporting
Standard applicable in the UK and Republic of Ireland (United Kingdom
Generally Accepted Accounting Practice).
Opinion
In our opinion:
· the financial statements give a true and fair view of the state
of the Group's and of the Parent Company's affairs as at 30 June 2022 and of
the Group's loss for the period then ended;
· the Group financial statements have been properly prepared in
accordance with International Financial Reporting Standards as adopted by the
United Kingdom;
· the Parent Company financial statements have been properly
prepared in accordance with United Kingdom Generally Accepted Accounting
Practice; and
· 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's responsibilities for the
audit of the financial statements' section of our report. We are independent
of the Group 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, 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 relating to going concern
We draw attention to note 1 in the financial statements, concerning the
Directors' assessment of the Group and the Parent Company's ability to
continue as a going concern.
The directors have prepared cashflow forecasts for a period of at least 12
months from the date of approving these financial statements which indicate
that the Group is at an early stage of development and it not currently
profitable. As stated in note 1, these events or conditions, along with the
other matters as set forth in note 1 and the Group having net liabilities at
the 30 June 2022 of £8,938,520 (2021: £8,176,413), indicate that a material
uncertainty exists that may cast significant doubt on the ability of the
Parent Company and the Group to continue as a going concern. As mentioned in
the Strategic Report earlier in these financial statements, the financing from
EHGOSF is conditioned upon the Company trading again. In the event that the
Company is not relisted and Iconic cannot obtain financing to acquire
companies for its portfolio, there is a risk that it will not generate the
revenue and profitability to remain a going concern. Our opinion is not
modified in respect of this matter.
Given the uncertainties noted above, we considered going concern to be a 'Key
Audit Matter' and our audit response was as follows:
· Review of documentation regarding the CVA that was approved and
put in place on 22 September 2022.
· Review of the Financing Facility in place with EHGOSF
· Review of the confirmation of the Company exiting administration
on 29 November 2022
The Company has not currently prepared forecasts for a period of at least 12
months from the date of approval of the financial statements due to there
being no confirmation of the relisting at the date of approval and therefore,
we are unable to review these at this current time. We have confirmed with
management that they are not aware of any other factors that might adversely
impact on their assessment of the Group's and Company's ability to continue as
a going concern other than those already noted in the financial statements.
Overview of our audit approach
Materiality
In planning and performing our audit we applied the concept of materiality. An
item is considered material if it could reasonably be expected to change the
economic decisions of a user of the financial statements. We used the concept
of materiality to both focus our testing and to evaluate the impact of
misstatements identified.
Based on our professional judgment, we determined overall materiality for the
financial statements as a whole to be £38,000 (2021: £150,000), based on 5%
of adjusted group loss before tax. Materiality for the parent Company
financial statements as a whole was set at £35,000 (2021: £130,000) based on
5% of the adjusted loss before tax.
We use a different level of materiality ('performance materiality') to
determine the extent of our testing for the audit of the financial statements.
Performance materiality is set based on the audit materiality as adjusted for
the judgements made as to the entity risk and our evaluation of the specific
risk of each audit area having regard to the internal control environment.
Where considered appropriate, performance materiality may be reduced to a
lower level, such as, for related party transactions and directors
renumeration.
We agreed with the Audit Committee to report to it all identified errors in
excess of £3,500 (2021: £13,000). Errors below that threshold would also be
reported to it if, in our opinion as auditor, disclosure was required on
qualitative grounds.
Overview of the scope of our audit
There are two significant components of the Group, located and operating in
the United Kingdom. The audits of Iconic Labs PLC and its UK subsidiary
undertakings were conducted from the UK by the engagement team. Financial
information from other components not considered to be individually
significant individually was subject to limited review procedures carried out
by the audit team.
Extent to which the audit is capable of detecting irregularities, including
fraud
We design our procedures so as to obtain sufficient appropriate audit evidence
that the financial statements are not materially misstated due to
non-compliance with laws and regulations or due to fraud and error.
We are not responsible for preventing non-compliance and cannot be expected to
detect non-compliance with all laws and regulations - this responsibility lies
with management with the oversight of the Directors and Audit Committee.
Based on our understanding of the Group and industry, discussions with
management and the Audit Committee, we identified financial reporting
standards, and Companies Act 2006 as having a direct effect on the amounts and
disclosures in the financial statements.
We gained an understanding of the legal and regulatory framework applicable to
the Group and the industry in which it operates, and considered the risks of
acts by the Group which were contrary to applicable laws and regulations,
including fraud. These included but were not limited to compliance with
Companies Act 2006, the FCA listing rule and IFRS adopted by the United
Kingdom.
As part of our discussion with internal engagement team about how and where
the Group's financial statements may be materially misstated due to fraud, we
identified an increase risk of fraud in revenue completeness.
Our audit procedures included:
· Enquiry of management about the Group's policies, procedures and
related controls regarding compliance with laws and regulations and if there
are any known instances of non-compliance;
· Examining supporting documents for all material balances,
transactions and disclosures;
· Review of the Board of Directors minutes;
· Enquiry of management about litigations and claims and inspection
of relevant correspondence;
· Evaluation of the selection and application of accounting
policies related to subjective measurements and complex transactions;
· Analytical procedures to identify any unusual or unexpected
relationships;
· Testing the appropriateness of journal entries recorded in the
general ledger and other adjustments made in the preparation of the financial
statements;
· Review of accounting estimates for bias.
Owing to the inherent limitations of an audit, there
is an unavoidable risk that some material misstatements of the financial
statements may not be detected, even though the audit is properly planned and
performed in accordance with the ISAs (UK).
The potential effects of inherent limitations are
particularly significant in the case of misstatement resulting from fraud
because fraud may involve sophisticated and carefully organised schemes
designed to conceal it, including deliberate failure to record transactions,
collusion or intentional misrepresentations being made to us.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, 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) that we identified. These matters
included 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.
We have identified above the going concern key audit matter and, given that
the administration of the Company previously detected all known liabilities
and there has been limited trading within the Group during the period, no
further key audit matters were identified.
Our audit procedures in relation to these matters were designed in the context
of our audit opinion as a whole. They were not designed to enable us to
express an opinion on these matters individually and we express no such
opinion.
Other information
The directors are responsible for the other information. The other information
comprises the information included in the annual report, other than the
financial statements and our auditor's report thereon. 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.
In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially
misstated. If we identify such material inconsistencies or apparent material
misstatements, we are required to determine whether there is a material
misstatement in the financial statements or a material misstatement of the
other information. 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.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion based on the work undertaken in the course of our audit
· 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
· the strategic report and directors' report have been prepared in
accordance with applicable legal requirements.
Matters on which we are required to report by exception
In 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 where the
Companies Act 2006 requires us to report to you if, in our opinion:
· 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
· the parent Company financial statements are not in agreement with
the accounting records and returns; or
· certain disclosures of directors' remuneration specified by law
are not made; or
· we have not received all the information and explanations we
require for our audit.
Responsibilities of the directors for the financial statements
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 the 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.
A further description of our responsibilities for the audit of the financial
statements is located on the Financial Reporting Council's website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of our
auditor's report.
Independence
We were appointed by the Audit Committee on 19 October 2022 and therefore, our
period of uninterrupted engagement is less than one year covering the
financial year ending 30 June 2021. We have fulfilled our ethical
responsibilities under, and we remain independent of the Group in accordance
with, UK ethical requirements including the FRS Ethical Standard as applied to
listed public interest entities.
The non-audit services prohibited by the FRC's Ethical Standard were not
provided to the Group or the Company and we remain independent of the Group
and the Company in conduction our audit.
Use of our report
This report is made solely to the Company's members, as a body, in accordance
with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been
undertaken so that we might state to the Company's members those matters we
are required to state to them in an auditor's report and for no other purpose.
To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and the Company's members as a
body, for our audit work, for this report, or for the opinions we have formed.
Lorraine Curtis BFP ACA FCCA (Senior Statutory Auditor)
for and on behalf of
Nordens Audit Limited
Statutory Auditor
Essex
Date: 27 December 2022
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2022
Notes Year ended Year ended 30 June
30 June 2021
2022 £
£
Continuing operations
Revenue 26,823 509,171
Gross profit 26,823 509,171
Administrative expenses 3 (203,930) (3,577,595)
Direct costs in connection with EHGOF financing facility 3 (585,000) (70,000)
Other operating income - 37,945
Operating loss (762,107) (3,100,479)
Finance costs 6 - (4,593,154)
Loss before taxation (762,107) (7,693,633)
Taxation 7 - -
Loss for the period from continuing operations (762,107) (7,693,633)
Loss for the period from discontinued operations 5 - (3,673)
Loss for the period (762,107) (7,697,306)
Total comprehensive loss for the period (762,107) (7,697,306)
Loss per ordinary share 8
Basic and diluted
- from continuing operations (0.00) (0.00)
- from discontinued operations (please calculate) (0.00) (0.00)
The loss for the year and total comprehensive loss for the year are wholly
attributable to the equity holders of the parent.
30 June 30 June
2022 2021
£ £
Notes
Assets
Non-current assets
Intangible assets 9 1 1
Total non-current assets 1 1
Current Assets
Trade and other receivables 11 - 103,126
Cash and cash equivalents 12 5 50,929
5 154,055
Total assets 6 154,056
Equity
Share capital 13 4,450,506 4,450,506
Share premium 14 7,900,778 7,900,778
Retained deficit 14 (21,289,804) (20,527,697)
(8,938,520) (8,176,413)
Liabilities
Current liabilities
Trade and other payables 15 6,523,526 5,881,469
Loans and borrowings 16 2,415,000 2,415,000
Provisions 17 - 34,000
8,938,526 8,330,469
Total liabilities 8,938,526 8,330,469
Total equity and liabilities 6 154,056
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2022
The financial statements of Iconic Labs plc were approved by the Board and
authorised for issue on 27 December 2022. They were signed on its behalf by:
………………………………………
Brad Taylor
Director
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2022
Share Share premium Retained deficit Total
capital
£
£ £ Equity
£
Balance at 30 June 2020 4,138,936 5,578,789 (12,830,391) (3,112,666)
Loss for the year - - (7,697,306) (7,697,306)
Total comprehensive loss for the year
- - (7,697,306) (7,697,306)
Transactions with owners:
Issue of shares 311,570 2,406,223 - 2,717,793
Cost of placings - (84,234) - (84,234)
Total contribution by and distribution to owners
311,570 2,321,989 - 2,633,559
Balance at 30 June 2021 4,450,506 7,900,778 (20,527,697) (8,176,413)
Loss for the year - - (762,107) (762,107)
Total comprehensive loss for the year
- - (762,107) (762,107)
Transactions with owners:
Balance at 30 June 2022 4,450,506 7,900,778 (21,289,804) (8,938,520)
Notes Year ended Year ended
30 June
2022 30 June
£
2021
£
Cash flows from operating activities
Total comprehensive loss for the period (762,107) (7,697,306)
Loss from discontinued operations 5 - 3,673
Loss from sale of tangible assets - 20,086
Impairment of intangible assets 21,599
Depreciation 3 - 2,504
Finance costs 6 - 4,593,154
(762,107) (3,056,290)
Decrease/(increase) in trade and other receivables 103,126 33,009
(Decrease)/increase in trade and other payables 642,057 4,181,675
(Decrease)/increase in provisions (34,000) -
Operating cash flows used by continuing activities (50,924) 1,158,394
Operating cash flows generated from/(used by) discontinued operations - (3,673)
Net cash used in operating activities (50,924) 1,154,721
Cash flows from financing activities
Interest paid 6 - (4,593,154)
Repayment of leases - (31,981)
Repayment of loan from director - (12,613)
Issue of share capital - 2,717,793
Cost of issuing share capital - (84,234)
Issue of convertible loan notes - 720,000
Financing cash flows from continuing activities - (1,284,189)
Financing cash flows used by discontinued operations - -
Net cash flows from financing activities - (1,284,189)
Net increase/(decrease) in cash and cash equivalents (50,924) (129,468)
Cash and cash equivalents at beginning of period
50,929 180,397
Cash and cash equivalents at period end 12 5 50,929
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2022
Notes 30 June 30 June
2022
2021
£
£
Non-current assets
Investments 10 2 2
Non-current assets 2 2
Current assets
Trade and other receivables 11 - 400,795
Cash and cash equivalents 12 - 838
- 401,633
Total assets 2 401,635
Equity
Share capital 13 4,450,506 4,450,506
Share premium 14 7,900,778 7,900,778
Retained deficit 14 (21,289,344) (19,886,206)
(8,938,060) (7,534,922)
Current liabilities
Trade and other payables 15 6,523,062 5,521,557
Loans and borrowings 16 2,415,000 2,415,000
8,938,062 7,936,557
Total liabilities 8,938,062 7,936,557
Total equity and liabilities 2 401,635
COMPANY STATEMENT OF FINANCIAL POSITION
FOR THE YEAR ENDED 30 JUNE 2022
The Company's loss and total comprehensive loss for the year ended 30 June
2022 was £1,403,138 (30 June 2021: £7,361,611)
The financial statements of Iconic Labs plc, company number 10197256, were
approved by the Board and authorised for issue on 27 December 2022. They
were signed on its behalf by:
…………………………………………
Brad Taylor
Director
COMPANY STATEMENT OF CHANGES IN EQUITY
Share Share premium Retained deficit Total
capital £ £ equity
£ £
Balance at 30 June 2020 4,138,936 5,578,789 (12,524,595) (2,806,870)
Loss for the period - - (7,361,611) (7,361,611)
Total comprehensive loss for period - - (7,361,611) (7,361,611)
Transactions with owners
Issue of shares 311,570 2,406,223 - 2,717,793
Cost of placings - (84,234) - (84,234)
Total contributions by and distributions to owners 311,570 2,321,989 - 2,633,559
Balance at 30 June 2021 4,450,506 7,900,778 (19,886,206) (7,534,922)
Loss for the year - - (1,403,138) (1,403,138)
Total comprehensive loss for year - - (1,403,138) (1,403,138)
Balance at 30 June 2022 4,450,506 7,900,778 (21,289,344) (8,938,060)
FOR THE YEAR ENDED 30 JUNE
2022
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
1. Accounting Policies
Basis of preparation
These financial statements have been prepared in accordance with International
Financial Reporting Standards as adopted by the United Kingdom ("adopted
IFRS") and with those parts of the Companies Act 2006 applicable to companies
preparing their accounts under adopted IFRS.
These consolidated financial statements are presented in Pounds Sterling
('GBP'), which is considered by the directors to be the functional and
presentation currency.
The Company's individual statement of comprehensive income has been omitted
from the Group's annual financial statements having taken advantage of the
exemption not to disclose under Section 408(3) of the Companies Act 2006.
Going concern
The Directors consider it is appropriate to prepare the Iconic financial
statements on the basis that that they are able to continue to operate for a
period of at least 12 months from the date of approving these financial
statements.
As noted in the Strategic Report when making this assessment the Directors
have prepared forecasts which consider the expected level of expenditure over
the course of the review period together with the anticipated revenues arising
from the new business and acquisitions completed shortly after the period end.
Key to the compilation of the forecasts central to the Directors' assessment
of going concern are the following factors:
· The company is at an early stage of development and is not currently
profitable. Despite strong confidence in its business plan and forecasts, the
Directors recognise there is a risk that it may require more funding but not
be able to find agreement with a funding partner.
· The Company has only recently exited administration and the Board is
working diligently to ensure compliance with the terms of the CVA and also to
get the Company relisted as soon as possible.
The Company has, like most, been affected by the COVID-19 pandemic and has
lost some revenue however the Company is confident that it's risk to the
pandemic has been mitigated. The Company has completed fundraising which will
reduce the reliance of the Company on revenue. The Directors remain satisfied
that the assumptions they have used in the forecasts to assess that Iconic is
a going concern.
Basis of consolidation
The Group financial statements consolidate those of the parent company and all
of its subsidiaries. Subsidiaries are entities controlled by the Group. The
parent company controls a subsidiary if it has power over the investee to
significantly direct the activities, exposure, or rights, to variable returns
from its involvement with the investee, and the ability to use its power over
the investee to affect the amount of the investors' returns. The financial
statements of subsidiaries are included in the consolidated financial
statements from the date that control commences until the date that control
ceases.
The results of subsidiaries acquired or disposed in the period are included in
the consolidated income statement from the effective date of acquisition or up
to the effective date of disposal, as appropriate. All intra-group
transactions, balances, income and expenses are eliminated on consolidation.
The results and net assets of subsidiaries whose accounts are denominated in
foreign currencies are retranslated into Sterling at average rates and
year-end rates respectively.
Where the Group has the power to participate in (but not control) the
financial and operating policy decisions of another entity, it is classified
as an associate. Associates are initially recognised in the consolidated
statement of financial position at cost. Subsequently associates are accounted
for using the equity method, where the Group's share of post-acquisition
profits and losses and other comprehensive income is recognised in the
consolidated statement of profit and loss and other comprehensive income
(except for losses in excess of the Group's investment in the associate unless
there is an obligation to make good those losses).
Business combinations
The Group applies the acquisition method of accounting for business
combinations. The consideration transferred by the Group to obtain control of
a subsidiary is calculated as the sum of the acquisition date fair values of
assets transferred, liabilities incurred and equity interests issued by the
Group. Acquisition costs are expensed as incurred.
Revenue recognition
Revenue represents the amount of consideration to which the Group expects to
be entitled in exchange for the provision of it's services to the client, net
of discounts and sales taxes.
For the year ended 30 June 2022, the Group used the five-step model as
prescribed under IFRS15 on the Group's revenue transaction. This included the
identification of the contract, identification of the performance obligations,
determination of the transaction price, allocation of the transaction price to
the performance obligations and recognition of revenue. The point of
recognition arises when the Group satisfies the performance obligation by
transferring control of a promised service to the customer which could occur
over time or at a point in time. Provision is made for all foreseeable losses
where the Company believes that a contract will deem to be unprofitable, or a
client fails to remunerate the Company for services provided.
Revenue that has been billed to the client, but which is yet to be paid is
accrued within trade receivables.
Discontinued operations
Discontinued operations represent major operations of the business that the
Group have decided to terminate. The post-tax profit or loss of the
discontinued operations is presented as a single line on the face of the
consolidated income statement. The presentation of discontinued operations
within prior periods is restated to reflect consistent classification of
discontinued operations across all periods presented.
Foreign currency
Transactions in foreign currencies are translated to the respective functional
currencies of Group entities at exchange rates at the dates of the
transactions. Monetary assets and liabilities denominated in foreign
currencies at the reporting date are retranslated to the functional currency
at the exchange rate at that date.
Non-monetary items in a foreign currency that are measured based on historical
cost are translated using the exchange rate at the date of the transaction.
Foreign currency differences arising on retranslation are recognised in the
statement of comprehensive income.
Retirement benefit costs
The Group operates defined contribution retirement benefit schemes. Payments
to these schemes are charged as an expense in the period to which they relate.
The assets of the scheme are held separately from those of the Group in
independently administered funds.
Taxation
The tax expense represents the sum of the tax currently payable and deferred
tax. The tax currently payable is based on taxable profit for the year.
Taxable profit differs from net profit as reported in the income statement
because it excludes items of income or expense that are taxable or deductible
in other years and it further excludes items that are never taxable or
deductible.
Deferred tax is the tax expected to be payable or recoverable on temporary
differences between the carrying amounts of assets and liabilities in the
financial statements and the corresponding tax bases used in the computation
of taxable profit, and is accounted for using the balance sheet liability
method. Deferred tax liabilities are generally recognised for all taxable
temporary differences and deferred tax assets are recognised to the extent
that it is probable that taxable profits will be available against which
deductible temporary differences can be utilised. Such assets and
liabilities are not recognised if the temporary difference arises from
goodwill or from the initial recognition (other than in a business
combination) of other assets and liabilities in a transaction that affects
neither the tax profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences
arising on investments in subsidiaries and associates, and interests in joint
ventures, except where the Group is able to control the reversal of the
temporary difference and it is probable that the temporary difference will not
reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each reporting date
and reduced to the extent that it is no longer probable that sufficient
taxable profits will be available to allow all or part of the asset to be
recovered.
Deferred tax is measured on an undiscounted basis using the tax rates that are
expected to apply in the period when the liability is settled or the asset is
realised. Deferred tax is charged or credited in the income statement,
except when it relates to items charged or credited directly to equity, in
which case the deferred tax is also dealt with in equity.
Intangible fixed assets
Intangible assets comprise capitalised computer software which are initially
recognised at cost.
Amortisation is provided so as to write off their carrying value over their
expected useful economic lives. It is provided at the following rates:
Computer software - 33% straight line basis
Intangible assets also comprise intellectual property which is initially
measured at cost. The useful economic life of the asset is considered to be
such that any amortisation charge would be immaterial to the financial
statements. The directors have therefore decided that an annual impairment
review rather than an systematic amortisation is more appropriate for this
asset.
Impairment of non-current assets
At each reporting date the Group reviews the carrying amounts of its
non-current assets to determine whether there is any indication that those
assets have suffered an impairment loss. If any such indication exists, the
recoverable amount of the asset is estimated in order to determine the extent
of the impairment loss (if any).
If the recoverable amount of an asset is estimated to be less than its
carrying amount, the carrying amount of the asset is reduced to its
recoverable amount. An impairment loss is recognised as an expense
immediately, unless the relevant asset is carried at a revalued amount, in
which case the impairment loss is treated as a revaluation decrease.
Financial assets
Financial assets are recognised when the Group becomes a party to the
contractual provisions of the financial asset.
Financial assets are derecognised when the contractual rights to the cash
flows from the financial assets expire, or when the financial asset and
substantially all of the risks and rewards are transferred.
The financial assets of the Group are initially measured at fair value
adjusted for transaction costs (where applicable).
Financial assets are classified into the following categories:
- Amortised cost
- Fair value through profit or loss (FVTPL)
- Fair value through other comprehensive income (FVOCI)
The classification is determined by both:
- The Group's business model for managing the financial asset
- The contractual cash flow characteristics of the financial asset
All income and expenses relating to financial assets that are recognised in
profit or loss are presented within finance costs and finance income.
Financial assets are measured at amortised cost if the assets meet the
following conditions (and are not designated as FVTPL):
- They are held within a business model whose objective is to hold the
financial assets and collect its contractual cash flows
- The contractual terms of the financial assets give rise to cash
flows that are solely payments of principal and interest on the principal
amount outstanding
After initial recognition, these are measured at amortised cost using the
effective interest method. Discounting is omitted where its effect is
immaterial. The Group's cash and cash equivalents, trade and other
receivables fall into this category.
An impairment loss in respect of a financial asset measured at amortised cost
is calculated as the difference between its carrying amount and the present
value of the estimated future cash flows discounted at the asset's original
effective interest rate. Losses are recognised in profit or loss and
reflected in an allowance against trade and other receivables. When an event
occurring after the impairment was recognised causes the amount of impairment
loss to decrease, the decrease in impairment loss is reversed through profit
or loss.
Trade and other receivables
The group makes use of a simplified approach in accounting for trade and other
receivables and records the loss allowance as lifetime expected credit
losses. These are the expected shortfalls in contractual cash flows,
considering the potential for default at any point during the life of the
financial instrument. In calculating, the Group uses its historical
experience, external indicators and forward-looking information to calculate
the expected credit losses using a provision matrix.
The Group assesses impairment of trade and other receivables on a collective
basis.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call deposits. These are
initially and subsequently recorded at fair value.
Financial liabilities
The Group's principal financial liabilities include trade and other payables
and convertible debt none of which would be classified as fair value through
profit or loss.
Therefore, these financial liabilities are classified as financial liabilities
at amortised cost, as defined below:
Other financial liabilities include the following items:
· Borrowings are initially recognised at fair value net of any
transaction costs directly attributable to the issue of the instrument. Such
interest-bearing liabilities are subsequently measured at amortised cost using
the effective interest method, which ensures that any interest expense over
the period to repayment is at a constant rate on the balance of the liability
carried in the statement of financial position. Interest expense in this
context includes initial transaction costs and premium payable on redemption,
as well as any interest or coupon payable while the liability is outstanding.
· Trade payables and other short-term monetary liabilities, which
are initially recognised at fair value and subsequently carried at amortised
cost using the effective interest method.
Convertible loan notes
Convertible loan notes issued by the Group comprise loan notes that can be
converted to ordinary shares at the option of the holder.
The liability component of the convertible loan notes is recognised on the
date of inception and is determined using a market interest rate for an
equivalent non-convertible instrument. The equity element is recognised as the
difference between the value of the financial instrument as a whole and the
value of the liability component. Any directly attributable transaction costs
are allocated to the equity and liability components in proportion to their
initial carrying amounts.
Subsequently, the liability component of a compound financial instrument is
measured at amortised cost using the effective interest rate method.
Leased assets
The company applies IFRS 16 Leases. Accordingly leases are all accounted for
in the same manner:
· A right of use asset and lease liability is recognised on the
statement of financial position, initially measured at the present value of
future lease payments;
· Depreciation of right-of-use assets and interest on lease
liabilities are recognised in the statement of comprehensive income;
· The total amount of cash paid is recognised in the statement of
cash flows, split between payments of principal (within financing activities)
and interest (also within financing activities)
The initial measurement of the right of use asset and lease liability takes
into account the value of lease incentives such as rent free periods.
The costs of leases of low value items and those with a short term at
inception are recognised as incurred.
Share capital
The group's ordinary shares are classified as equity instruments.
New standards adopted
From 1 January 2021 the company has applied UK-adopted IAS. At the date of
application, the UK-adopted IAS and EU-adopted IFRS were the same.
The following accounting pronouncements and standards became effective from 1
January 2021 and have been adopted but did not have a significant impact on
the Group's financial results or position:
· Covid-19 related rent concessions beyond 30 June 2021 (amendments
to IFRS 16)
· Interest Rate Benchmark Reform Phase 2 (Amendments to IFRS 9, IAS
39, IFRS 7, IFRS 4 and IFRS 16)
New standards, interpretations and amendments not yet effective
At the date of authorisation of these financial statements, the company has
not early adopted the following amendments to Standards and Interpretations
that have been issued but are not yet effective and have not been adopted
early by the Group.
Standard or
Interpretation
· Narrow scope amendments to IFRS 3, IAS 16 and IAS 37 (effective 1
January 2022)
· Annual improvements to IFRS Standards 2018-2020 (effective 1
January 2022)
· Amendments to IAS 1: Classification of Liabilities as Current or
Non-current (effective 1 January 2023)
· Amendments to IAS 1 and IFRS Practice Statement 2: Disclosure of
Accounting Policies and classification of liabilities as Current or
Non-current (effective 1 January 2023)
· Amendments to IAS 8: Definition of Accounting Estimates
(effective 1 January 2023)
· Amendments to IAS 12: Deferred Tax Related to Assets and
Liabilities arising from a Single Transaction (effective 1 January 2023)
As yet, none of these have been endorsed for use in the UK and will not be
adopted until such time as endorsement is confirmed. The directors do not
expect any material impact as a result of adopting the standards and
amendments listed above in the financial year they become effective.
2. Critical Accounting Estimates and Judgements
The group makes certain estimates and assumptions regarding the future.
Estimates and judgements are continually evaluated based on historical
experience and other factors, including expectations of future events that are
believed to be reasonable under the circumstances. In the future, actual
experience may differ from these estimates and assumptions. Significant
management judgements are as follows:
Legacy Issues
· Due to the change in the Board, key management and operations of
the Group that took place in March 2021, it is possible that there are
unrecorded liabilities relating to the now discontinued activities about which
the Board are unaware. The Board have undertaken, to the extent possible, a
thorough review of the creditor position of the Parent Company and the Group,
with a core focus on the legacy business operations. Notwithstanding the
Board's assessment, there is a residual risk unforeseen liabilities may arise.
However, due to the publicity around the new business, shutting down the old
one and drawing down on the EHGOS facility, a number of claims were made
against the company. Since the period end, no additional creditors have made
a claim against the Group or the Parent Company. While it is important to
consider these liabilities in these accounts the Board have however made a
judgment that the risk of unrecorded actual or contingent liabilities is now
low.
· The Group's former Board under through its Cellplan subsidiary
was promoting bespoke stem cell medical insurance and launched a website to
market the product. After due enquiry, the new Board is not aware that any
such policies were issued. There does however remain a residual risk that
policies may have been issued. The board consider that the incidence and
financial impact is now low.
3. Loss from Operations
Year ended Year ended
30 June
30 June
2021
2022
£ £
The loss for the period is stated after charging:
Depreciation - 2,504
Auditors remuneration - audit services 50,000 50,000
Expenses by nature: £ £
Legal and professional fees (7,102) 911,787
Consultancy fees 255,254 1,053,856
Other supplies and external services 86,027 444,473
Staff costs - 1,164,975
Total operating expenses 334,179 3,575,091
Depreciation, amortisation and impairment of assets - 2,504
Writing down of subsidiary undertakings (130,249) -
Total administrative expenses 203,930 3,577,595
Direct costs incurred in connection with EHGOF financing facility 585,000 70,000
Other penalties - 4,593,154
788,930 8,240,749
4. Staff Costs
Year ended Year ended
30 June
30 June
2021
2022
£ £
Staff costs (including directors) comprise:
Wages and salaries - 1,128,545
Defined contribution pension cost - (150)
Social security contributions and similar taxes - 36,580
- 1,164,975
Employee Numbers
The average number of staff employed by the group during the period amounted
to:
General and administration 4 3
4 3
Key management personnel compensation
Key management personnel are those persons having authority and responsibility
for planning, directing and controlling the activities, and are the directors
of the company.
Remuneration of the directors and highest paid director is shown in the
Remuneration Committee Report.
5. Discontinued operations
In March 2019 the Board made the decision to discontinue the stem cell
research operations. The operating loss until the date of discontinuation of
the operations is summarised as follows:
Year ended Year ended
30 June
30 June
2022 2021
£ £
Administrative expenses - write back of creditor balances - (3,673)
Operating profit/(loss) - (3,673)
Taxation - -
Profit/(loss) for the period - (3,673)
Other comprehensive expense - -
Total comprehensive profit/(loss) for the period - (3,673)
6. Finance Costs
Year ended Year ended
30 June 2022
30 June 2021
£
£
Finance costs
Other loan penalties - 4,592,522
Interest on leases - 632
Total finance expense - 4,593,154
7. Taxation
Year ended Year ended
30 June 2022
30 June 2021
£
£
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 Year ended
30 June 2022
30 June 2021
£
£
Loss before taxation (762,107) (7,697,306)
Tax using the parent company's domestic tax rate of 19% (2021: 19%) (144,800) (1,462,488)
Effects of:
Unrelieved tax losses and other deductions arising in the period 144,800 1,462,488
Expenses not deductible for taxation purposes - -
Total tax charged in the income statement - -
Deferred taxation attributable to losses arising in the year and for losses
carried forward has not been recognised in these accounts due to the
uncertainty over whether this will be recovered.
8. Loss per share
Year ended Year ended
30 June 2022
30 June 2021
£
£
Numerator
Loss for the period (762,107) (7,697,306)
Denominator
Weighted average number of ordinary shares used in basic EPS 37,405,248,039 22,750,589,218
Basic and diluted loss per share
- continuing operations (0.00) (0.00)
- discontinued operations (0.00) (0.00)
9. Intangible Assets
Group
Intellectual Property Computer software
£ £ Total
£
Cost
Balance at 30 June 2020 21,600 139,106 160,706
Disposals - (139,106) (139,106)
Balance at 30 June 2021 and 30 June 2022 21,600 - 21,600
Amortisation
Balance at 30 June 2020 - 139,106 139,106
Impairment 21,599 - 21,599
Eliminated on disposal - (139,106) (139,106)
Balance at 30 June 2021 and 30 June 2022 21,599 - 21,599
Carrying amounts
Balance at 30 June 2022 1 - 1
Balance at 30 June 2021 1 - 1
10. Investments
Company
30 June 30 June
2022 2021
£ £
Investments in subsidiaries 2 2
2 2
Subsidiaries as at 30 June 2022:
Country of incorporation Nature of business
Entity Registered office address Notes
WideCells International Limited 7 Bell Yard, London, WC2A 2JR United Kingdom Holding company (c)
WideCells Limited 3 Field Court, Gray's Inn, London, WC1R 5EF United Kingdom In liquidation (a)
WideCells Portugal SA Rua Da Casa Branca, 97 Coimbra 3030-109, Portugal Portugal Trading company (a)
WideCells Espana SL Calle Castillo de Fuensaldana, 4, 28232 Las Rozas, Madrid Spain In liquidation (a)
CellPlan Limited 7 Bell Yard, London, WC2A 2JR United Kingdom Dormant company (a)
CellPlan International Lda Edificio Tower Plaza Rotunda Eng, Edgar Cardoso, no. 23, 11 F, 4400-676 Vila Portugal Dormant company (b)
Nova de Gaia, Portugal
Iconic Labs IP Limited 7 Bell Yard, London, WC2A 2JR United Kingdom Trading company (c)
Nuuco Media Limited 7 Bell Yard, London, WC2A 2JR United Kingdom Trading company (c)
Notes: (a) 100% owned by WideCells International Limited (b)
100% owned by CellPlan Limited
(c) 100%
owned by Iconic Labs
plc
During the 2022 financial year, the following subsidiary undertakings and
associated undertakings were dissolved:
- Iconic Labs UK Limited (subsidiary);
- Wideacademy Limited (subsidiary);
- Coalition Media Limited (subsidiary); and
- Medium Channel Media Limited (associate)
In September 2019, Widecells Limited was placed liquidation. The company was
dissolved in August 2022.
In August 2022, Iconic Labs IP Limited was dissolved.
In November 2019, Widecells Espana was placed into liquidation.
11. Trade and other receivables
Group
30 June 30 June
2022 2021
£ £
Trade receivables - 100,000
Other receivables - 3,126
Total receivables - 103,126
Trade and other receivables
Trade and other receivables do not contain any impaired assets. The group does
not hold any collateral as security and the maximum exposure to credit risk at
the consolidated statement of financial position date is the fair value of
each class of receivable.
Book values approximate to fair value at 30 June 2022 and 30 June 2021.
Company
30 June 30 June
2022 2021
£ £
Amounts due from group companies - 398,185
Other receivables - 2,610
- 400,795
12. Cash and cash equivalents
Group
30 June 30 June
2021
2022
£
£
Cash at bank available on demand 5 50,929
Bank overdraft - -
Total cash and cash equivalents 5 50,929
Company
30 June 30 June
2021
2022
£
£
Cash at bank available on demand - 838
Total cash and cash equivalents - 838
13. Share Capital
30 June 2022 30 June 2021
Number £ Number £
Authorised, allotted and fully paid - classified as equity
Ordinary shares of £0.00001 each 37,405,248,039 374,052 37,405,248,039 374,052
Deferred shares of £0.00249 each 1,637,129,905 4,076,454 1,637,129,905 4,076,454
Total 39,042,377,944 4,450,506 39,042,377,944 4,450,506
At 30 June 2021 and 30 June 2022, the company had 37,405,248,039 Ordinary
shares of £0.00001 in issue.
In accordance with the Companies Act 2006, the company has no limit on its
authorised share capital.
Pursuant to a resolution passed on 16 June 2016, the Company resolved that:
· The directors be generally authorised in accordance with the
Articles to exercise all powers of the company to allot Ordinary shares, or
grant rights to subscribe for, or convert any security into Ordinary shares,
up to a maximum aggregate nominal value of £500,000, provided always that
such authority conferred on the directors shall (unless previously renewed,
varied or revoked prior to that time) expire at the conclusion of the
company's next annual general meeting or on the date falling 18 months after
the date of the passing of the resolution, whichever is the sooner. The
company may make an offer or agreement which would or might require Ordinary
shares to be allotted pursuant to the resolution referred to in paragraph
3.6.1 of the listing prospectus before the expiry of their authority to do so,
but allot the Ordinary shares pursuant to any such offer or agreement after
that expiry date.
· All pre-emption rights in the Articles to be waived; (i) for
the purposes of, or in connection with, the Placing, the issue of the
Conversion shares and the issue of the Warrant shares; (ii) generally for such
purposes as the directors may think fit (including the allotment of equity
securities for cash) up to a maximum aggregate amount of £40,543.54; and
(iii) for the purposes of the issue of securities offered (by way of a rights
issue, open offer or otherwise) to existing holders of Ordinary share, but
subject to the directors having a right to make such exclusions or other
arrangements in connection with the offering as they deem necessary or
expedient; (A) to deal with the equity securities representing fractional
entitlements; and (B) to deal with legal or practical problems in the laws of
any territory, or the requirements of any regulatory body; on the basis that
the authorities conferred under the resolution referred to in paragraph 3.6.2
of the listing prospectus shall (unless previously renewed, varied or revoked
prior to that time) expire at the conclusion of the company's next annual
general meeting or on the date falling 18 months after the date of the passing
of the resolution, whichever is the sooner. The company may make an offer or
agreement which would or might require equity securities to be issued before
the expiry of its power to do so, but allot the equity securities pursuant to
any such offer or agreement after that expiry date.
The holders of Ordinary shares have full voting, dividend and capital
distribution rights. The Ordinary shares do not confer any rights of
redemption.
On or following the occurrence of a change of control the receipts from the
acquirer shall be applied to the holders of the Ordinary shares pro rata to
their respective holdings.
Ordinary shares and deferred shares are recorded as equity.
14. Reserves
The following describes the nature and purpose of each reserve within equity:
Reserve Description and purpose
Share premium Amount subscribed for share capital in excess of nominal value
Retained deficit All other net gains and losses and transactions with owners (e.g. dividends)
not recognised elsewhere
15. Trade and other payables
Group
30 June 30 June
2022
2021
£
£
Trade payables 809,844 821,249
Other payables 5,574,562 4,660,251
Accruals 139,120 95,621
Tax and social security - 304,348
Total 6,523,526 5,881,469
Book values approximate to fair values at 30 June 2022 and 30 June 2021.
Company
30 June 30 June
2022
2021
£
£
Trade payables 809,380 775,376
Other payables 5,574,562 4,657,060
Accruals 139,120 89,121
Tax and social security - -
6,523,062 5,521,557
Book values approximate to fair values at 30 June 2022 and 30 June 2021.
16. Loans and borrowings
Group
30 June 30 June
2021
2022
£
£
Current
Convertible loans 2,415,000 2,415,000
Total 2,415,000 2,415,000
Book values approximate to fair values at 30 June 2022 and 30 June 2021.
Company
30 June 30 June
2021
2022
£
£
Current
Convertible loans 2,415,000 2,415,000
Total 2,415,000 2,415,000
17. Provisions
30 June 30 June
2021
2022
£
£
Provisions brought forward 34,000 34,000
Provision reversed in year (34,000) -
Provisions carried forward - 34,000
18. Financial Instruments - Risk Management
The group is exposed through its operations to the following financial risks:
· Credit risk
· Market risk
· Liquidity risk
In common with other businesses, the group is exposed to risks that arise from
use of financial instruments. This note describes the group's objectives,
policies and processes for managing those risks and the methods used to
measure them.
The principal financial instruments used by the group, from which the
financial instrument risks arise, are as follows:
· Cash and cash equivalents
· Trade and other payables
· Loans and borrowings
A summary of the financial instruments held by category is provided below:
· Financial assets - amortised cost
· Financial liabilities - amortised cost
Group:
2022 2021
£ £
Cash and cash equivalents 5 50,929
Trade and other receivables - 103,126
Total financial assets - amortised cost 5 154,055
2022 2021
£ £
Trade and other payables 6,523,526 5,881,469
Loans and borrowings 2,415,000 2,415,000
Total liabilities - amortised cost 8,938,526 8,296,469
Company: 2022 2021
£ £
Cash and cash equivalents - 838
Trade and other receivables - 400,795
Total financial assets - amortised cost - 401,633
2022 2021
£ £
Trade and other payables 6,523,062 5,521,557
Loans and borrowings 2,415,000 2,415,000
Total liabilities - amortised cost 8,938,062 7,936,557
The Board has overall responsibility for the determination of the group's risk
management objectives and policies.
The overall objective of the Board is to set policies that seek to reduce risk
as far as possible without unduly affecting the Groups' competitiveness and
flexibility. Further details regarding these policies are set out below:
Credit risk
Credit risk is the risk of financial loss to the Group if a counterparty to
the financial instrument fails to meet its contractual obligations. It is
Group policy to assess the credit risk of new customers before entering into
contracts.
Credit risk also arises from cash and cash equivalents and deposits with banks
and financial institutions. For banks and financial institutions, only
independently rated parties with high credit status are accepted.
The Group does not enter into derivatives to manage credit risk.
Cash in bank
Group
2022 2021
£ £
Cash held at HSBC - S&P Rating AA 5 46,746
Cash held at Santander - S&P rating A - 4,183
Total financial assets 5 50,929
Company
2022 2021
£ £
Cash held at HSBC - S&P Rating AA - 838
Total financial assets - 838
Market risk
Foreign exchange risk
Foreign exchange risk arises because the group has operations in Portugal and
Spain, whose functional currency is not the same as the functional currency of
the group. The group's net assets arising from such overseas operations are
exposed to currency risk resulting in gains or losses on retranslation into
sterling.
As of 30 June 2022 the group's exposure to foreign exchange risk was not
material as the overseas operations had been discontinued.
Liquidity risk
Liquidity risk arises from the Group's management of working capital. It is
the risk that the Group will encounter difficulty in meeting its financial
obligations as they fall due.
The Board will continue to monitor long term cash projections and will
consider raising funds as required.
The following table sets out the contractual maturities (representing
undiscounted contractual cash-flows) of financial liabilities:
Group:
Between Between Between Over 5 years
Up to 3 and 12 1 and 2 2 and 5 years £
3 months months years £
2022 £ £ £
Trade and other payables 6,523,526 - - - -
Borrowings 2,415,000 - - - -
Total 8,938,526 - - - -
Between Between Between Over 5 years
Up to 3 and 12 1 and 2 2 and 5 years £
3 months months years £
2021 £ £ £
Trade and other payables 5,881,469 - - - -
Borrowings 2,415,000 - - - -
Total 8,296,469 - - - -
More details in regard to the line items are included in the respective notes:
· Trade and other payables - note 15
· Loan and borrowings - note 16
At the balance sheet date, the Group had liabilities due for settlement within
3 months of £8,938,526, compared to a cash balance of £5. Since the year
end, the Group have renegotiated repayment terms with suppliers and have
arranged a further funding agreement to ensure that operating costs and legacy
liabilities can be settled.
£2,415,000 of borrowings are convertible loan notes which can be settled by
way of an issue of share capital.
Capital risk management
The group monitors capital which comprises all components of equity (i.e.
share capital, share premium and accumulated deficit).
The directors are aware of the need for the Company to obtain capital in order
to fund the growth of the business and are in continual discussions with
providers of both debt and equity capital. The directors regularly review
the status of such discussions and aim at all times to have offers of capital
funding available to the Company which more than exceed the needs of the
Company over the coming period.
In the medium term and in addition to the need to safeguard the entity's
ability to continue as a going concern, the directors are aware of the views
of members on certain financing structures and therefore have set an objective
to move towards a conventional, simplified capital structure based on equity
capital.
Further details about the directors' assessment of the Group's ability to
continue as a going concern and the key considerations there to are set out in
the Corporate Governance Report.
At present the directors do not intend to pay dividends but will reconsider
the position in future periods, as the group becomes profitable.
Reconciliation of movement in net cash
Repayment of borrowings
Loan notes issued in the Loan notes converted in the period (continuing activities)
Net cash at 01 July 2021 period Net cash
Cash flow at 30 June 2022
£ £ £ £ £ £
Cash at bank and in hand 50,929 (50,924) - - - 5
Borrowings (2,415,000) - - - - (2,415,000)
Total financial liabilities (2,364,071) (50,924) - - - (2,414,995)
Repayment of borrowings
Loan notes issued in the Loan notes converted in the period (continuing activities)
Net cash at 01 July 2020 period Net cash
Cash flow at 30 June 2021
£ £ £ £ £ £
Cash at bank and in hand 180,397 (129,468) - - - 50,929
Borrowings (1,739,594) - (720,000) - 44,594 (2,415,000)
Total financial liabilities (1,559,197) (129,468) (720,000) - 44,594 (2,364,071)
19. Capital Commitments
The group had no capital commitments at 30 June 2022 or 30 June 2021.
20. Related party Transactions
Details of directors' remuneration are given in the Remuneration Committee
Report.
There are no other related party transactions.
21. Contingent Liabilities
The group had no contingent liabilities at 30 June 2022 or 30 June 2021.
22. Post Balance Sheet Events
In the fourth quarter of 2022 exited administration. Further
details can be found in the Chief Executive and Chairmans' Statement.
23. Ultimate Controlling Party
The directors do not consider that there is an ultimate controlling party of
the group.
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