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31 March 2026

Iconic Labs PLC

("Iconic" or the "Company")

Interim results for the six months ended 31 December 2025

Iconic Labs PLC (LSE: ICON), today announces its unaudited financial results for the six-month period ended 31 December 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).

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CHIEF EXECUTIVE OFFICER'S STATEMENT

I am pleased to present the interim unaudited accounts for the six-month period ended 31 December 2025 for Iconic Labs PLC and its subsidiary (together, "Iconic" or the "Company").

The Company 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.  

While there are numerous businesses interested in being listed on the Main Market of the London Stock Exchange, identifying suitable targets takes a significant amount of 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 Company 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 Company closes will provide a sound equity story to the market to generate long-term growth and value for its shareholders.   

We look forward to providing updates in due course. 

GOING CONCERN ASSESSMENT

The Board has carefully considered the financial position of Iconic regarding the events during the six months ended 31 December 2025 and during the period to the release of these results. The Board has obtained confirmation from an existing investor that it is their current intention to provide short term funding to enable the Company to pursue a target.   

In the event that such a target cannot be identified within a short period of time, it is possible that the investor will cease to provide funding. Although the Directors would endeavor to pursue alternative sources of funding, there is no certainty that this could be achieved. In such an event Iconic would need to wind down its operations, realise any assets and may enter administration, if and to the extent there are creditors of the Company who cannot be paid. In such an event, Iconic 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 Company'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.

PRINCIPAL RISKS AND UNCERTAINTIES

The following risks are considered by the Board to be the most significant to the business:

Going Concern Risk

Iconic's strategy continues to focus on finding a suitable target. If an alternative target is not found within a reasonable period of time, there is a risk that further funding may not be made available from the existing investor and that whilst the on-going running cost of the Company is expected to be low, the Company may not be able to meet its liabilities as they fall due.

Revenue, Profitability and Funding Risk

Iconic currently only has one asset, Gay Star News ("GSN"), an online media platform, which is not cash-generative, and therefore, Iconic currently generates no revenues. The Company has been reliant upon the issuance of promissory notes for its main source of working capital.

Dilution and Pricing Risk

If the holders of the Company's convertible loan notes and warrants exercise their full conversion rights, this could result in them owning a significant holding in the Company. However, the holders' strategy is generally to sell shares in the market as soon as practicable following the exercise of such rights. 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 external advisors and regulators. 

FINANCIAL REVIEW

Iconic made a loss in the 6 month period of £269,830 (2024: loss of £293,680).

At 31 December 2025, Iconic had total assets of £13,380 (30 June 2025 - £95,044). The Group had liabilities of £4,245,478 at the balance sheet date (30 June 2025 - £4,057,312), an increase of £188,166.

Key Performance Indicators

The business is focused on the areas of cash management and operating results.

RESPONSIBILITY STATEMENT

​The directors confirm to the best of our knowledge:

•    the interim financial statements have been prepared in accordance with IAS 34, as adopted by the United Kingdom;

•    the Chairman's statement and interim financial statements include a fair review of the information required by the Financial Statements Disclosure and Transparency Rules (DTR) 4.2.7R, being an indication of important events that have occurred during the first six months of the financial year and a description of the principal risks and uncertainties for the remaining six months of the year; and

•    the Chairman's statement includes a fair review of the information required by DTR 4.2.8R, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the entity during the period and also any changes in the related party transactions described in the last annual report that could do so.

At the date of this statement, the Directors are those listed on the Company information page of these interim financial statements.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE SIX MONTHS ENDED 31 DECEMBER 2025 (unaudited)

                         The loss for the period is wholly attributable to the equity holders of the parent company.
                       All operations of the group are continuing.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AT 31 DECEMBER 2025 (unaudited)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE SIX MONTHS ENDED 31 DECEMBER 2025 (unaudited)

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED 31 DECEMBER 2025 (unaudited)

COMPANY STATEMENT OF FINANCIAL POSITION AT 31 DECEMBER 2025 (unaudited)

​COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE SIX MONTHS ENDED 31 DECEMBER 2025

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 31 DECEMBER 2025 (unaudited)

1.    Basis of preparation

The Company is registered in England and Wales. The consolidated interim financial statements for the six months ended 31 December 2025 comprise those of the Company and subsidiary.

             Statement of compliance

This consolidated interim financial report has been prepared in accordance with the measurement principles of IFRS adopted in the United Kingdom. Selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in financial performance and position of the Company since the last annual consolidated financial statements for the year ended 30 June 2025. This consolidated interim financial report does not include all the information required for full annual financial statements prepared in accordance with International Financial Reporting Standards. The financial statements are unaudited and do not constitute statutory accounts as defined in section 434(3) of the Companies Act 2006.

A copy of the audited annual report for the period ended 30 June 2025 has been delivered to the Registrar of Companies. The auditor's report on these accounts contained a material uncertainty related to the going concern of the Company and did not contain statements under S498(2) or S498(3) of the Companies Act 2006.

             This consolidated interim financial report was approved by the Board of Directors on 30 March 2026.

             Significant accounting policies

The accounting policies applied by the Company in this consolidated interim financial report are the same as those applied by the Company in its consolidated financial statements for the period ended 30 June 2025.

New and amended standards adopted by the Company

A number of new or amended standards became applicable for the current reporting period. The Company did not have to change its accounting policies or make retrospective adjustments as a result of the adoption of these standards.

Going concern

The Board of Directors has carefully considered the financial position of Iconic Labs regarding the events during the six months ended 31 December 2025 and to the date of issuing this interim financial report and conclude that there still remains a material uncertainty related to the going concern of the Company. 

2.   Operating segments

The Company's sole asset is Gay Star News ("GSN"), an online media platform dedicated to the LGBTQ+ community. GSN generates no revenue for the Group.

3.  Share capital

In accordance with the Companies Act 2006, the Company has no limit on its authorised share capital.  

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4.  Trade and other payables

            Group

                               Company

                               Book values approximate to fair values at 31 December 2025 and 30 June 2025.

5.  Loans and borrowings

Group

                               Company

Promissory notes

The Company issued a further £166,000 of promissory notes to WTGO to fund the working capital requirements. The balance above includes £97,879 (30 June 2025: £64,214) of accrued interest incurred in the period on all promissory notes.

 6. Financial instruments

             Reconciliation of movement in net cash

7. Loss from Operations