REG - Iconic Labs PLC - Full Year Results
23/10/2025 14:30
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RNS Number : 6224E Iconic Labs PLC 23 October 2025
23 October 2025
Iconic Labs Plc
("Iconic" or the "Company")
Full Year Results
Iconic Labs Plc (LSE: ICON), today announces its Annual Results for the
12-month period ended 30 June 2025.
This announcement contains information which, prior to its disclosure, was
inside information as stipulated under Regulation 11 of the Market Abuse
(Amendment) (EU Exit) Regulations 2019/310 (as amended).
Copies of the Annual Report and Accounts for the year ended 30 June 2025 will
shortly be sent to shareholders and will be available on the Company's
website: https://www.iconiclabs.co.uk/documents/
(https://www.iconiclabs.co.uk/documents/)
For any further information or enquiries please contact:
Iconic Labs via Yellow Jersey PR
John Farquharson, Chief Executive Officer
AlbR Capital Tel: +44 (0) 20 7399 9400
David Coffman / Daniel Harris
Yellow Jersey PR Tel: +44 (0) 20 3004 9512
Charles Goodwin
Annabelle Wills iconic@yellowjerseypr.com
Bessie Elliot
CHIEF EXECUTIVE OFFICER'S REPORT
I am pleased to present the audited accounts of Iconic Labs Plc and its
subsidiaries (together, the "Group") for the twelve months ended 30 June 2025.
Strategic Overview
Historically, Iconic has been a media and technology business focused on
developing ventures and identifying acquisitions in the online media,
artificial intelligence, and big data sectors. Our sole asset during this
period was Gay Star News ("GSN"), an online media platform dedicated to the
LGBTQ+ community. GSN generates no revenue for the Group.
During the previous year, we had focussed our efforts on identifying a
suitable acquisition target that would align with our long-term objectives.
After an extensive review of potential targets and following the suspension of
our shares, Iconic entered into non-binding heads of terms with the sellers of
ITS Holdings 2024 Ltd "(ITS 2024") the parent company of In The Style Fashion
Limited ("ITSFL"), then an online fashion retailer. On 13 February 2025, the
Directors announced that the transaction would not proceed to conclusion.
The suspension of the listing of Iconic's Ordinary Shares was lifted on 20 May
2025, allowing shareholders to once again trade in the Company's shares on the
Main Market of the London Stock Exchange.
Looking Ahead
The Board, with help from its advisors, is committed to finding alternative
targets while focusing further on reducing its cost base.
While there are numerous businesses interested in being listed on the Main
Market of the London Stock Exchange, identifying suitable targets takes time
and resources. At the outset, any acquisition target must meet the minimum
market capitalisation requirement of £30m. Once this threshold has been met,
the Group seeks a target that can be acquired at a suitable valuation,
preferably at a discount, with strong business fundamentals, experienced
management, and solid long-term projections. The acquisition that the Group
closes will provide a sound equity story to the market to generate long-term
growth and value for its shareholders.
On behalf of the Board, I would like to express my gratitude to our
shareholders for their continued support and patience during this
transformative period. I would also like to thank our stakeholders for their
dedication and trust in our vision.
We look forward to updating you on our progress in the months ahead.
STRATEGIC REPORT
INTRODUCTION
This Strategic Report should be read in conjunction with the Chief Executive
Officer's Report.
Principal Activities
The Group is a cash shell and its principal activity is seeking a suitable
acquisition target that would align with its long-term objectives. Save for
GSN, the Group has no business or assets and is not cash generative. GSN
contributes no revenues to the Group.
PRINCIPAL RISKS AND UNCERTAINTIES
The following risks are considered by the Board to be the most significant to
the business:
Going Concern Risk
The Group's strategy continues to focus on finding a suitable target. If an
alternative target is not found within a short period of time, there is a risk
that further funding will not be available from ABO through its WTGO Fund, and
that whilst the on-going running cost of the Group is expected to be low, the
Group may not be able to meet its liabilities as they fall due.
Revenue, Profitability and Funding Risk
Iconic currently only has one asset, GSN, which is not cash-generative for the
Group, and therefore, Iconic currently generates no revenues. The Group has
therefore been reliant upon the issuance of promissory notes to WTGO for its
main source of working capital.
Dilution and Pricing Risk
If the holders of the Group's convertible loan notes and warrants exercise
their full conversion rights, this could result in them owning a significant
holding in the Group. However, the holders' strategy is generally to sell
shares in the market as soon as practicable following the exercise of such
rights and in any event under the original Financing Facility, inter alia, the
holders cannot hold more than 29.9% of the Group. Accordingly, there is a risk
that should the loan note holders exercise and sell shares in significant
amounts over a lengthy period, this could have a material negative impact on
the price of the shares.
Financial Risk Management
The Board monitors the internal risk management function across Iconic and
advises on all relevant risk issues. There is regular communication with
internal departments, external advisors and regulators. Iconic's policies on
financial instruments and the risks pertaining to those instruments are set
out in the accounting policies in note 1 of the financial statements.
Key Performance Indicators
The business is currently focused on cash management and operating results.
FUTURE DEVELOPMENT AND STRATEGY
Group Strategy
The Group is focusing all of its time, resources, and energy on acquiring a
suitable target through a reverse takeover ("RTO") to generate long-term
growth and value for its shareholders.
In 2024, Iconic entered into non-binding heads of terms with the sellers of
ITS 2024 the parent company of ITSFL. On 13 February 2025, the Directors
announced that the transaction would not proceed to conclusion.
The strategy continues to focus around finding a suitable RTO target.
Going Concern
The Board's assessment of going concern and the key considerations are set out
in our Corporate Governance Report of the Annual Report and Accounts ("Annual
Report").
Capital Structure
Details of the Ordinary and Deferred Shares of the Group are shown in note 12
of the Annual Report. No shares are entitled to a fixed income. Each holder of
Ordinary Shares is entitled to receive the Annual Report , to attend and speak
or appoint proxies and to exercise voting rights at Iconic's general meetings.
The Group's Articles of Association (the "Articles") do not have any specific
restrictions on the transfer of shares or restrictions on voting rights, and
there are no limitations on holding such shares. Other than the obligations
contained in the Financing Facility and the Settlement Deed, the Directors are
not aware of any agreement between Iconic shareholders that may result in
restrictions on the transfer of securities or on voting rights.
No person has any special rights of control over Iconic's share capital and
all issued shares are fully paid.
The appointment and replacement of Directors and the powers of the Directors
are governed by the Articles, the Quoted Companies Alliance Corporate
Governance Code, the Companies Act 2006 and related legislation. The powers of
the Directors are described in the Corporate Governance Report.
Environmental Issues
As far as the Directors are aware, Iconic's business activities do not cause a
direct and disproportionate adverse effect on the environment.
Employee Matters
As of 30 June 2025, and continuing through the fourth quarter of 2025, Iconic
did/does not have any employees and its management is being conducted
primarily by John Farquharson. Therefore, the Directors believe that this
information is not relevant for the year ended 30 June 2025 and have not
disclosed any information to that effect.
Social, Community and Human Rights Issues
Iconic seeks to achieve the highest ethical standards and behaviours in
conducting its business, with integrity, openness, diversity and inclusiveness
being a priority.
Section 172 Statement
Section 172 of the Companies Act 2006 requires directors to take into
consideration the interests of stakeholders and other matters in their
decision making. The Directors continue to have regard to the interests of
Iconic's personnel and other stakeholders, the impact of its activities on the
community, the environment and its reputation for good business conduct, when
making decisions. In this context, acting in good faith and fairly, the
directors consider what is most likely to promote the success of Iconic for
its members in the long term. We explain in this annual report, and below, how
the board engages with stakeholders.
Relations with key stakeholders such as employees, shareholders and suppliers
are considered in more detail 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. As required,
Iconic's Company Secretary will provide support to the Board to help ensure
that sufficient consideration is given to issues relating to the matters set
out in s172(1)(a)-(f).
John Farquharson
Chief Executive Officer
22 October 2025
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2025
Notes Year ended Year ended
30 June 30 June
2025 2024
£ £
Revenue -
Gross profit - -
Administrative expenses 3 (555,119) (246,052)
Other operating income - -
Operating Loss (555,119) (246,052)
Interest payable 5 (64,214) -
Loss before taxation (619,333) (246,052)
Income tax expense 6 (8,892) -
Loss for the year (628,225) (246,052)
Total comprehensive loss for the year (628,225) (246,052)
Loss per share attributable to equity shareholders of the Company 7
- Basic earnings per share (0.06) (0.03)
- Diluted earnings per share (0.06) (0.03)
The loss for the year and total comprehensive loss for the year are wholly
attributable to the equity holders of the parent.
The results above have been derived from continuing operations.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2025
30 June 30 June
2025 2024
Notes
£ £
Assets
Non-current assets
Intangible assets 8 1 1
Total non-current assets 1 1
Current assets
Trade and other receivables 10 59,305 10,030
Cash and cash equivalents 11 35,738 129,309
95,043 139,339
Total assets 95,044 139,340
Equity
Share capital 12 5,192,874 5,192,602
Share premium 13 8,450,316 8,401,588
Accumulated losses 13 (17,605,458) (16,977,233)
(3,962,268) (3,383,043)
Liabilities
Current liabilities
Trade and other payables 14 980,824 875,604
Loans and borrowings 15 3,076,488 2,646,779
4,057,312 3,522,383
Total liabilities 4,057,312 3,522,383
Total equity and liabilities 95,044 139,340
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2025
Share Share Accumulated Total
capital
£ premium losses Equity
£
£
£
Balance at 30 June 2023 4,539,523 8,341,761 (16,731,181) (3,849,897)
Loss for the year - - (246,052) (246,052)
Total comprehensive loss for the year
- - (246,052) (246,052)
Transactions with owners:
Issue of shares 653,079 59,827 - 712,906
Total contribution by and distribution to owners 653,079 59,827 - 712,906
Balance at 30 June 2024 5,192,602 8,401,588 (16,977,233) (3,383,043)
Loss for the year - - (628,225) (628,225)
Total comprehensive loss for the year - - (628,225) (628,225)
Transactions with owners:
Issue of shares 272 48,728 - 49,000
Total contribution by and distribution to owners 272 48,728 - 49,000
Balance at 30 June 2025 5,192,874 8,450,316 (17,605,458) (3,962,268)
Share premium includes premiums on issue of share capital, less associated
issue costs.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2025
Notes Year ended Year ended
30 June
2025 30 June
2024
£ £
Cash flows from operating activities
Total comprehensive loss for the year (628,225) (246,052)
Add back:
Costs relating to EHGOSF facility 120,000 310,006
Interest on promissory notes 64,214 -
Tax charge 8,892 -
Net write back of trade creditors - (844,225)
(435,119) (780,271)
Increase in trade and other receivables 10 (49,275) (10,030)
Decrease/(increase) in trade and other payables 14 36,328 (12,412)
Net cash used in operating activities (448,066) (802,713)
Cash flows from financing activities
Cash flows from issue for promissory notes 15 354,495 631,779
Cash flows from issue of convertible loan notes 15 - 250,000
Net cash flows from financing activities 354,495 881,779
Net (decrease)/increase in cash and cash equivalents (93,571) 79,066
Cash and cash equivalents at beginning of year
129,309
50,243
Cash and cash equivalents at year end 11 35,738 129,309
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2025
Notes 30 June
2025
30 June
2024
£ £
Non-current assets
Investments 9 1 1
Non-current assets 1 1
Current assets
Trade and other receivables 10 59,305 10,030
Cash and cash equivalents 11 35,738 129,309
95,043 139,339
Total assets 95,044 139,340
Equity
Share capital 12 5,192,874 5,192,602
Share premium 13 8,450,316 8,401,588
Accumulated losses 13 (17,605,458) (16,977,233)
(3,962,268) (3,383,043)
Current liabilities
Trade and other payables 14 980,824 875,604
Loans and borrowings 15 3,076,488 2,646,779
4,057,312 3,522,383
Total liabilities 4,057,312 3,522,383
Total equity and liabilities 95,044 139,340
The Company's loss and total comprehensive loss for the year ended 30 June
2025 was £628,225 (30 June 2024: £246,052).
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2025
Share Share Accumulated Total
capital
£ premium losses Equity
£
£
£
Balance at 30 June 2023 4,539,523 8,341,761 (16,731,181) (3,849,897)
Loss for the year - - (246,052) (246,052)
Total comprehensive loss for the year
- - (246,052) (246,052)
Transactions with owners:
Issue of shares 653,079 59,827 - 712,906
Total contribution by and distribution to owners 653,079 59,827 - 712,906
Balance at 30 June 2024 5,192,602 8,401,588 (16,977,233) (3,383,043)
Loss for the year - - (628,225) (628,225)
Total comprehensive loss for the year - - (628,225) (628,225)
Transactions with owners:
Issue of shares 272 48,728 - 49,000
Total contribution by and distribution to owners 272 48,728 - 49,000
Balance at 30 June 2025 5,192,874 8,450,316 (17,605,458) (3,962,268)
Share premium includes premiums on issue of share capital, less associated
issue costs.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
1. Accounting Policies
Company information
The principal activity of Iconic Labs Plc is that of a holding company. The
Company is a public company limited by shares registered in England &
Wales. The registered office of the Company is 7 Bell Yard, London, WC2A 2JR.
The Company registration number is 10197256.
Basis of preparation
These financial statements have been prepared in accordance with applicable
law and UK Adopted International Accounting Standards ("UK Adopted IASs").
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
As noted in the Corporate Governance Report in the Annual Report, the
Directors have carefully considered the financial position of Iconic in light
of progress during the twelve months ended 30 June 2025 and have taken into
account the termination of the RTO of ITS Holdings 2024 Ltd that was announced
in February 2025. The Directors are focussed on finding an alternative
target and have obtained confirmation WTGO that it is their current intention
to provide short term funding to enable this to progress. If an
alternative target is not found within a short period of time, there is a risk
that further funding will not be made available, and that whilst the on-going
running costs of the Group are expected to be low, the Group may not be able
to meet its liabilities as they fall due.
In such an event the Group would need to wind down its operations, realise any
assets and may enter administration, if and to the extent there are creditors
of the Group who cannot be paid. In such an event, the Group would no longer
manage its affairs or the realisation of its assets. As a result of either
winding down the business or entering into administration, the Ordinary Shares
would be cancelled from the Official List and Shareholders may receive little
or no value for their Ordinary Shares.
On this basis, there is a material uncertainty related to events or conditions
that may cast significant doubt on the Group's ability to continue as a going
concern and that it may therefore be unable to realise its assets and
discharge its liabilities in the normal course of business. However, the
Directors believe it remains appropriate to prepare the financial statements
on a going concern basis
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.
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.
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 a 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 property,
plant and equipment and intangible 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,
leases 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. Convertible loan
notes are recognised on the balance sheet when the entity becomes a party to
the contractual provisions of the instrument and are measured at fair value
upon initial recognition
Convertible loan notes are classified as financial liabilities at amortised
cost unless they meet the criteria to be classified and measured at fair value
through profit or loss. Derecognition occurs when the loan notes are converted
to ordinary shares.
Promissory notes
Promissory notes are classified as financial instruments and recognised on the
balance sheet when the entity becomes a party to the contractual provisions of
the instrument. Upon initial recognition, promissory notes are measured at
fair value, typically the transaction price, plus any directly attributable
transaction costs. If a promissory note is issued with deferred payment terms
or at an interest rate that does not reflect the market rate, it is initially
measured at fair value, determined by discounting future cash flows at a
market rate of interest.
Promissory notes payable are classified as financial liabilities at amortised
cost unless they meet the criteria to be classified and measured at fair value
through profit or loss. Promissory notes payable classified at amortised cost
are subsequently measured using the effective interest rate method,
recognising interest expense over the term of the note. Derecognition occurs
when the obligation is discharged, cancelled, or expired.
Share capital
The Group's ordinary shares are classified as equity instruments.
Changes to IFRS not yet adopted
As from 1 January 2025, various amendments to IFRS standards as listed below
were issued but have not been applied in these financial statements. Their
adoption is not expected to have a material effect on the financial statements
of the Company and Group.
The following UK-adopted IFRSs have been issued but have not been applied in
these financial statements. Their adoption is not expected to have a material
effect on the financial statements:
· Amendments to IAS 21: Lack of exchangeability (endorsed -
effective 1 January 2025).
The following standards and interpretations to published standards are not yet
effective:
· Amendments to IFRS 9 and IFRS 7: Classification and Measurement
of Financial Instruments (issued - effective 1 January 2026).
· Amendments to IFRS 9 and IFRS 7: Contracts referencing
Nature-dependent Electricity (issued - effective 1 January 2026).
· Volume 11: Annual Improvements to IFRS Accounting Standards
(issued - effective 1 January 2026).
· IFRS 18: Presentation and Disclosure in Financial Statements
(issued - effective 1 January 2027).
· IFRS 19: Subsidiaries without Public Accountability: Disclosures
(issued - effective 1 January 2027).
· Amendments to IFRS 10 and IAS 28: Sale or Contribution of Assets
between an Investor and its Associate or Joint Venture (deferred).
The Directors anticipate that the adoption of these standards and
interpretations in future periods will not have an impact on the results and
net assets of the Company and Group.
2. Significant judgements and key sources of estimation
uncertainty
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.
3. Loss from Operations
Year ended Year ended
30 June
30 June
2024
2025
£ £
The loss for the year is stated after charging:
Auditors' remuneration - audit services 24,000 24,166
Expenses by nature: £ £
Legal and professional fees 188,903 372,708
Consultancy fees 42,817 168,375
Other supplies and external services 323,399 549,194
Total operating expenses 555,119 1,090,277
Creditors written off - (844,225)
Total administrative expenses 555,119 246,052
4. Staff Costs
No wages were paid during this year or the previous year.
Employee Numbers
The average number of staff employed by the group during the year amounted to:
General and administration 3 4
3 4
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 Group.
Remuneration of the directors and highest paid director is shown in the
Remuneration Committee Report.
5. Interest payable
Year ended Year ended
30 June 2025
30 June 2024
£
£
Interest payable on promissory notes 64,214 -
Total interest payable 64,214 -
6. Income tax expense
Year ended Year ended
30 June 2025
30 June 2024
£
£
Current tax 8,892 -
Total current tax 8,892 -
The reason for the difference between the actual tax charge for the year and
the standard rate of corporation tax in the United Kingdom applied to losses
for the year are as follows:
Year ended Year ended
30 June 2025
30 June 2024
£
£
Loss before taxation (619,333) (246,052)
Tax using the parent company's domestic tax rate of 25% (2024: 25%) (154,833) (61,513)
Effects of:
Losses carried forward 154,833 61,513
Adjustments in respect of prior periods 8,892 -
Total tax charged in the income statement 8,892 -
The deferred taxation has not been recognised in these accounts due to the
uncertainty over whether this will be recovered.
7. Earnings per share
Year ended Year ended
30 June 2025
30 June 2024
£
£
Basic earnings per share
Numerator
Loss for the year (628,225) (246,052)
Denominator
Weighted average number of ordinary shares used in basic earnings per share
(units)
11,391,057 8,784,726
Basic loss per share (0.06) (0.03)
The Group has potential ordinary shares in the form of deferred shares and
convertible loan notes. These could potentially dilute basic earnings per
share in the future but were not included in the calculation of diluted
earnings per share because they are antidilutive for this year. As such,
diluted earnings per share are equal to basic earnings per share.
The weighted average number of ordinary shares used in basic earnings per
share calculation has taken into account the issuances disclosed in Note 12.
8. Intangible Assets
Intellectual Property
£ Total
£
Cost
Balance at 30 June 2024 21,600 21,600
Additions - -
Balance at 30 June 2025 21,600 21,600
Amortisation
Balance at 30 June 2024 21,599 21,599
Impairment - -
Balance at 30 June 2025 21,599 21,599
Carrying amounts
Balance at 30 June 2025 1 1
Balance at 30 June 2024 1 1
9. Investments Company
30 June 30 June
2025 2024
£ £
Investments in subsidiaries 1 1
1 1
Subsidiaries as at 30 June 2025:
Country of incorporation Nature of business Notes
Entity Registered office address
Nuuco Media Limited 7 Bell Yard, London, WC2A 2JR United Kingdom Dormant company (c) (d)
WideCells International Limited PO Box 4385, 08150010: Companies House Defaulat Address, Cardiff, CF14 8LH United Kingdom Holding company (c) (d)
CellPlan Limited Gladstone House, 77-29 High Street, Egham, Surrey, TW20 9HY United Kingdom Dormant company (a) (d)
CellPlan International Lda Edificio Tower Plaza Rotunda Eng, Edgar Cardoso, no. 23, 11 F, 4400-676 Vila Portugal Dormant company (b) (d)
Nova de Gaia, Portugal
Notes: (a) 100% owned by WideCells International Limited
(b) 100% owned by CellPlan Limited
(c) 100%
owned by Iconic Labs
Plc (d)
Ordinary Shares Held
On 1 July 2025, WideCells International Limited and Cellplan Limited were
dissolved.
10. Trade and other receivables
Group
30 June 30 June
2025
2024
£
£
Prepayments and accrued income 59,305 10,030
Total 59,305 10,030
Company
30 June 30 June
2025
2024
£
£
Prepayments and accrued income 59,305 10,030
Total 59,305 10,030
11. Cash and cash equivalents
Group
30 June 30 June
2024
2025
£
£
Cash at bank available on demand 35,738 129,309
Total cash and cash equivalents 35,738 129,309
Company
30 June 30 June
2024
2025
£
£
Cash at bank available on demand 35,738 129,309
Total cash and cash equivalents 35,738 129,309
12. Company Share Capital
30 June 2025 30 June 2024
Number £ Number £
Authorised, allotted and fully paid - classified as equity
Ordinary shares of £0.0001 each 1,388 1,116
(2024 - £0.0001 each) 13,884,027 11,161,483
Deferred shares of £0.0999 each 11,161,483 1,115,032 11,161,483 1,115,032
Deferred shares of £0.00249 each 1,637,129,905 4,076,454 1,637,129,905 4,076,454
Total 1,662,175,415 5,192,874 1,659,452,871 5,192,602
At 30 June 2024, the Company had 11,161,483 Ordinary Shares of £0.0001 in
issue, 11,161,483 Deferred Shares of £0.0999 and 1,637,129,905 Deferred
Shares of £0.00249 in issue.
In May and June 2025, the Company issued 2,722,544 Ordinary Shares of £0.0001
each, in respect of the conversion of £49,000 loan notes held by various
holders.
At 30 June 2025, the Company had 13,884,027 Ordinary Shares of £0.0001 in
issue, 11,161,483 Deferred Shares at £0.0999 and 1,637,129,905 Deferred
Shares of £0.00249 in issue.
In accordance with the Companies Act 2006, the Company has no limit on its
authorised share capital.
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.
At 30 June 2025, the Company had issued 1,145,895 (2024: 1,145,895) warrants
to EHGOSF. All warrants remain outstanding at the year-end date.
13. 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
Accumulated losses All other net gains and losses and transactions with owners (e.g. dividends)
not recognised elsewhere
14. Trade and other payables
Group
30 June 30 June
2025
2024
£
£
Trade payables 719,872 800,289
Accruals 260,952 75,315
Total 980,824 875,604
Book values approximate to fair values at 30 June 2025 and 30 June 2024.
Company
30 June 30 June
2025
2024
£
£
Trade payables 719,872 800,289
Accruals 260,952 75,315
980,824 875,604
Book values approximate to fair values at 30 June 2025 and 30 June 2024.
15. Loans and borrowings
Group
30 June 30 June
2024
2025
£ £
Current
Promissory notes 1,050,488 631,779
Convertible loans 2,026,000 2,015,000
Total 3,076,488 2,646,779
Book values approximate to fair values at 30 June 2025 and 30 June 2024.
Promissory notes
During the current year and as part of the cost sharing agreement to fund the
RTO of ITS, the Company issued promissory notes of £108,248 to Baaj Capital
and to WTGO. In addition, the Company issued a further £138,000 to WTGO to
fund the working capital requirements. The balance above includes £64,214 of
accrued interest incurred in the year on all promissory notes.
Convertible loans
During the year, the Company issued £60,000 of notes in consideration for the
waiver of a default notice arising from the Company's suspension from trading
while the RTO was being pursued. In addition, £49,000 of loan notes were
converted into equity.
Company
30 June 30 June
2024
2025
£ £
Current
Promissory notes 1,050,488 631,779
Convertible loans 2,026,000 2,015,000
Total 3,076,488 2,646,779
Book values approximate to fair values at 30 June 2025 and 30 June 2024.
16. 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 receivables
· 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
The contractual maturities for all financial instruments held by the company
are shown in the table below.
The table shows undiscounted principal and interest cash flows and includes
contractual gross cash flows and the net debt reconciliation:
Carrying value Falling due within 1 year Falling due in more than 1 year but not more than 5 years Total
£ £ £ £
2025
Financial liabilities: current and non-current
Trade and other payables 980,824 980,824 - 980,824
Promissory notes 1,050,488 1,050,488 - 1,050,488
Convertible loan notes 2,026,000 2,026,000 - 2,026,000
Total financial liabilities 4,057,312 4,057,312 - 4,057,312
Financial assets: current and non-current
Trade and other receivables 59,305 59,305 - 59,305
Cash and cash equivalents 35,738 35,738 - 35,738
Total financial assets 95,043 95,043 - 95,043
Net debt (3,962,269) (3,962,269) - (3,962,269)
2024
Financial liabilities: current and non-current
Trade and other payables 875,604 875,604 - 875,604
Promissory notes 631,779 631,779 - 631,779
Convertible loan notes 2,015,000 2,015,000 - 2,015,000
Total financial liabilities 3,522,383 3,522,383 - 3,522,383
Financial assets: current and non-current
Trade and other receivables 10,030 10,030 - 10,030
Cash and cash equivalents 129,309 129,309 - 129,309
Total financial assets 139,339 139,339 - 139,339
Net debt (3,383,044) (3,383,044) - (3,383,044)
Financial assets and financial liabilities have been analysed by category
below:
Level 1 - Fair value determined by reference to prices in active markets for
identical assets/liabilities
Level 2 - Fair value determined by reference to internal model with observable
inputs
Group:
2025 2024
£ £
Cash and cash equivalents 35,738 129,309
Trade and other receivables 59,305 10,030
Total financial assets - amortised cost 95,043 139,339
2025 2024
£ £
Trade and other payables 980,824 875,604
Loans and borrowings 3,076,488 2,646,779
Total liabilities - amortised cost 4,057,312 3,522,383
Company: 2025 2024
£ £
Cash and cash equivalents 35,738 129,309
Trade and other receivables 59,305 10,030
Total financial assets - amortised cost 95,043 139,339
2025 2024
£ £
Trade and other payables 980,824 875,604
Loans and borrowings 3,076,488 2,646,779
Total liabilities - amortised cost 4,057,312 3,522,383
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
The Group applies the simplified approach when measuring expected credit
losses. The approach uses a lifetime expected loss allowance. The expected
loss rates are reviewed annually, or when there is a significant change in
external factors potentially impacting credit risk and are updated where
management's expectations of credit losses change. No changes have been made
to the expected loss rates during the financial year.
Financial assets held as at year end are as shown below:
As at 31 March 2025
Current More than 1 year overdue Total
£
£ £
Prepayments and accrued income 59,305 - 59,305
Gross carrying amount 59,305 - 59,305
As at 31 March 2024
Current More than 1 year overdue Total
£
£ £
Prepayments and accrued income 10,030 - 10,030
Gross carrying amount 10,030 - 10,030
No expected credit losses have been provided against the financial assets in
the current year and prior year.
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.
Group
2025 2024
£ £
Trade and other receivables 59,305 10,030
Cash held at 3S/Wise Payments Limited 35,738 129,309
Total financial assets 95,043 139,339
Company
2025 2024
£ £
Trade and other receivables 59,305 10,030
Cash held at 3S/Wise Payments Limited 35,738 129,309
Total financial assets 95,043 139,339
Market risk
Foreign exchange risk
Foreign exchange risk arose because the Group had operations in Portugal and
Spain that have now been discontinued and whose functional currency was not
the same as the functional currency of the Group. The Group's net assets
arising from such overseas operations were exposed to currency risk resulting
in gains or losses on retranslation into sterling.
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:
Up to Between Between Between Over 5 years Total
3 months 3 and 12 1 and 2 2 and 5 years
months years £ £
2025 £ £ £ £
Trade and other payables 980,824 - - - - 980,824
Borrowings 3,076,488 - - - - 3,076,488
Total 4,057,312 - - - - 4,057,312
Up to Between Between Between Over 5 years Total
3 months 3 and 12 1 and 2 2 and 5 years
months years £ £
2024 £ £ £ £
Trade and other payables 875,604 - - - - 875,604
Borrowings 2,646,779 - - - - 2,646,779
Total 3,522,383 - - - - 3,522,383
More details in regard to the line items are included in the respective notes:
· Trade and other payables - note 14
· Loan and borrowings - note 15
At the balance sheet date, the Group had liabilities due for settlement within
3 months of £4,057,312, compared to a cash balance of £35,738.
£2,026,000 of borrowings convertible loan notes and £1,050,488 of promissory
notes are to be settled by way of an issue of share capital.
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 Group 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.
17. Capital commitments
The Group had no capital commitments at 30 June 2025 or 30 June 2024.
18. Related party Transactions
Details of Directors' remuneration are given in the Remuneration Committee
Report.
19. Contingent Liabilities
The Group had no contingent liabilities at 30 June 2025.
In the prior year, the Company had contingent liabilities amounting to
£255,000 that were payable to advisors upon completion of the reverse
takeover and re-admission to trading. The reverse takeover did not complete
and as a consequence these amounts did not fall due.
20. Ultimate Controlling Party
The Directors do not consider that there is an ultimate controlling party of
Iconic Labs Plc.
21. Reconciliation of movement in net (debt)/cash
Non-cash change in loan and promissory notes
Net debt at 01 July 2024 Conversion of loan notes to equity Net cash
Cash flow at 30 June 2025
£ £ £ £ £
Cash at bank and in hand 129,309 (93,571) - - 35,738
Borrowings (2,646,779) (354,495) (124,214) 49,000 (3,076,488)
Total financial liabilities (2,517,470) (448,066) (124,214) 49,000 (3,040,750)
Non-cash change in loan and promissory notes
Net debt at 01 July 2023 Conversion of loan notes to equity Net cash
Cash flow at 30 June 2024
£ £ £ £ £
Cash at bank and in hand 50,243 79,066 - - 129,309
Borrowings (2,150,000) (881,779) (260,000) 435,000 (2,646,779)
Total financial liabilities (2,099,757) (802,713) (260,000) 435,000 (2,517,470)
22. Subsequent Events
On 1 July 2025, the Company's subsidiaries, WideCells International Limited
and Cellplan Limited were dissolved.
In August 2025, Iconic issued further promissory notes amounting to £166,000
to WTGO.
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