Final Results

Iconic Labs Plc (LSE: ICON), today announces its Annual Results for the 12-month period ended 30 June 2026.

Copies of the Annual Report and Accounts for the year ended 30 June 2026 will shortly be sent to shareholders and will be available on the Company's website: https://www.iconiclabs.co.uk/documents/

For any further information or enquiries please contact:

CHIEF EXECUTIVE OFFICER’S REPORT

I am pleased to present the audited accounts of Iconic Labs Plc (“Iconic” or the “Company”) and its subsidiary (together, the “Group”) for the twelve months ended 30 June 2026.

Strategic Overview

Historically, Iconic was 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.

Following our successful exit from administration and completion of all Company Voluntary Arrangement ("CVA") requirements on 21 September 2023, we directed our efforts toward identifying a suitable acquisition target that would align with our long-term objectives.

During the year, a number of potential targets were identified and assessed, but none were progressed.

Looking Ahead

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.

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 Alpha Blue Ocean (“ABO”), currently the Group’s sole funder through one of its affiliated investment vehicles, and that whilst the on-going running costs 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 ABO 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

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 had entered into non-binding heads of terms with the sellers of ITS Holdings 2023 Ltd, the parent company of In The Style Fashion Limited, an online fashion retailer. On 13 February 2025, the Directors announced that the transaction would not proceed to conclusion.

The strategy continues to focus on finding a suitable RTO target.

Going Concern

The Board’s assessment of going concern and the key considerations are set out in our Corporate Governance Report.

Capital Structure

Details of the Ordinary and Deferred Shares of the Group are shown in note 12. No shares are entitled to a fixed income. Each holder of Ordinary Shares is entitled to receive Iconic’s Annual Report and audited financial statements, to attend and speak or appoint proxies and to exercise voting rights at Iconic’s general meetings.

The Group’s Articles of Association (the “Articles”) do not have any specific restrictions on the transfer of shares or restrictions on voting rights, and there are no limitations on holding such shares. Other than the obligations contained in the Financing Facility and the Settlement Deed, the Directors are not aware of any agreement between Iconic shareholders that may result in restrictions on the transfer of securities or on voting rights.

The appointment and replacement of Directors and the powers of the Directors are governed by the Articles, the Quoted Companies Alliance Corporate Governance Code 2023, the Companies Act 2006 and related legislation. The powers of the Directors are described in the Corporate Governance Report.

Environmental Issues

Employee Matters

Social, Community and Human Rights Issues

Section 172 Statement

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

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2026

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 2026

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY AS AT 30 JUNE 2026

Share premium includes premiums on issue of share capital, less associated issue costs.

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2026

COMPANY STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2026

The Company’s loss and total comprehensive loss for the year ended 30 June 2026 was £548,879 (30 June 2025: £628,225).

COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2026

Share premium includes premiums on issue of share capital, less associated issue costs.

COMPANY STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2026

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2026

Accounting Policies

Company information

The principal activity of Iconic Labs Plc (“the Company”) 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

Going concern

As noted in the Corporate Governance Report, the Directors have carefully considered the financial position of Iconic in light of progress during the twelve months ended 30 June 2026. The Directors are focussed on finding an alternative target and have obtained confirmation from ABO 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

Taxation

Intangible fixed assets

Intangible assets 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 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).

Financial assets

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

Trade and other receivables

The Group assesses impairment of trade and other receivables on a collective basis.

Cash and cash equivalents

Financial liabilities

The Group’s principal financial liabilities include trade and other payables, promissory notes and convertible debt none of which would be classified as fair value through profit or loss.

Other financial liabilities include the following items:

Convertible loan notes

Promissory notes

Share capital

The Group’s ordinary shares are classified as equity instruments.

Changes to IFRS not yet adopted

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:

Annual Improvements to IFRS Accounting Standards - Volume 11 (Effective 1 January 2026)

The following standards and interpretations to published standards are not yet effective:

IFRS 18: Presentation and Disclosure in Financial Statements (Effective 1 January 2027).

IFRS 19: Subsidiaries without Public Accountability: Disclosures (Effective 1 January 2027).

IAS 21 The Effects of Changes in Foreign Exchange Rates: Translation to a Hyperinflationary Presentation Currency. (Effective 1 January 2027)

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.

Loss from Operations

Staff Costs

No wages were paid during this year or the previous year. Employee Numbers

The average number of staff (including directors) employed by the group during the year amounted to:

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.

Interest payable

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:

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.

Intangible Assets

On 1 July 2025, WideCells International Limited and Cellplan Limited were dissolved.

Trade and other receivables

Group

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 February 2026, the Company issued 1,269,841 Ordinary Shares of £0.0001 each in respect of the conversion of £20,000 loan notes and in May and June 2026 a further 427,323 and 458,716 Ordinary Shares of £0.0001 were issued in respect of the conversion of £5,000 loan notes each time.

At 30 June 2026, the Company had 16,039,907 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.

The holders of Deferred Shares are not entitled to receive any dividends and cannot vote on shareholder resolutions. On a winding up or return of capital, the holders of the £0.0999 Deferred Shares are only entitled to receive the amount paid up on their shares after Ordinary Share holders have received £10,000,000 per Ordinary Share and the holders of the £0.00249 Deferred Shares are only entitled to receive the amount paid up on their shares after the Ordinary Share holders have received £10,000 per Ordinary Share. The Deferred Shares have no further right to participate in the assets of the Company.

Ordinary Shares and Deferred Shares are recorded as equity.

At 30 June 2026, the Company had issued 1,145,895 (2025: 1,145,895) warrants to EHGOSF. All warrants remain outstanding at the year-end date.

Reserves

The following describes the nature and purpose of each reserve within equity:

Book values approximate to fair values at 30 June 2026 and 30 June 2025.

Company

Book values approximate to fair values at 30 June 2026 and 30 June 2025.

Loans and borrowings

Group

Book values approximate to fair values at 30 June 2026 and 30 June 2025.

Promissory notes

During the year the Company issued a further £415,500 of promissory notes to funds administered by ABO to fund working capital requirements. The balance above includes £136,376 of accrued interest on all promissory notes.

Convertible loans

During the year, £30,000 of loan notes were converted into equity.

Company

Book values approximate to fair values at 30 June 2026 and 30 June 2025.

Financial Instruments – Risk Management

The Group is exposed through its operations to the following financial risks:

Credit risk

Market risk

Liquidity risk

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:

Financial assets and financial liabilities have been analysed by category below:

Level 2 – Fair value determined by reference to internal model with observable inputs

Group:

Credit risk

Financial assets held as at year end are as shown below:

As at 30 June 2026

The Group does not enter into derivatives to manage credit risk.

Group

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

Group:

At the balance sheet date, the Group had liabilities due for settlement within 3 months of £4,502,693, compared to a cash balance of £4,363.

£1,996,000 of borrowings convertible loan notes and £1,538,150 of promissory notes are to be settled by way of an issue of share capital.

Capital Commitments

The Group had no capital commitments at 30 June 2026 or 30 June 2025.

Related Party Transactions

Details of Directors’ remuneration are given in the Remuneration Committee Report.

Contingent Liabilities

The Group had no contingent liabilities at 30 June 2026 or at 30 June 2025.

Ultimate Controlling Party

The Directors do not consider that there is an ultimate controlling party of Iconic Labs Plc.

Reconciliation of movement in net (debt)/cash

Subsequent Events

After the year end, Iconic issued further promissory notes amounting to £156,000 to ABO to fund the working capital requirements.

Following the conversion of £25,000 of loan notes, at the date of signing this Annual Report, the Group’s Ordinary Shares stand at 17,998,535.