ICONIC LABS PLC — Annual Report 2019

Jun 30, 2019

Registered number: 10197256 (England & Wales)

ICONIC LABS PLC

(previously known as Widecells Group plc)

AUDITED ANNUAL REPORT S ACCOUNTS

PERIOD ENDED 30 JUNE 2019

Contents

	Pages
Company information	2
Chairman's report	3
Chief Executive's statement	4
Strategic report	5
Corporate Governance report	11
Remuneration Committee report	18
Directors' report	24
Independent Auditor's report	27
Consolidated Statement of Comprehensive Income	32
Consolidated Statement of Financial Position	33
Consolidated Statement of Changes in Equity	34
Consolidated Statement of Cash Flows	35
Company Statement of Financial Position	36
Company Statement of Changes in Equity	37
Notes to the Financial Statements	ਤੋਂ ਉੱਤੇ

Company Information

DIRECTORS

David Sefton John Quinlan Liam Harrington Sam Asante

COMPANY SECRETARY MSP Corporate Services Limited

COMPANY NUMBER 10197256

REGISTERED OFFICE 27-28 Eastcastle Street London W1W 8DH

PRINCIPAL PLACE OF BUSINESS

Waverley House 9 Noel Street London W1F 8GQ

AUDITOR

Crowe U.K. LLP 10 Salisbury Square London EC4Y 8EH

SOLICITOR

DLA Piper UK LLP 3 Noble Street l ondon EC2V 7EE

BROKERS

Shard Capital Partners LLP 23rd Floor 20 Fenchurch Street l ondon EC3M 3BY

REGISTRAR

SLC Registrars Limited Elder House St Georges Business Park Brooklands Road Weybridge Surrey KT12 9TS

PUBLIC RELATIONS St Brides Partners Limited 3 St Michael's Alley London EC3V 9DS

Chairman's Report

I am pleased to report on the results of the Group for the 18 month period to 30 June 2019, during which profound change has occurred.

THE PREVIOUS BUSINESS

The Group was originally founded to pursue an opportunity relating to stem cell storage which more recently expanded into promoting an insurance product related to the stem cell activity. The Group's core business never achieved any commercial traction, with total revenues for the period of £21,081, the majority of which relates to a research grant. This income has been set against administrative expenses of £3,472,771 and impairment of non-current assets of £629,616. With regard to proposed insurance business, the new Board notes that previous management launched a website to both market the product and to allow potential customers to buy cover. The new Board is not aware that any insurance related products were sold by the Group and to the extent they may have been, it is understood a relationship was entered into with an intermediary platform. The Directors are in the process of taking steps to close down the website and clarify the Group's historic requlatory position with regards to the marketing and promoting insurance products. The Board are however confident that the Group has not underwritten and insurance products.

The Group entered into a convertible secured debenture facility with the European High Growth Opportunities Securitization Fund ('EHGOSF') in September 2018. The convertible secured debenture facility was fully converted in the financial period, with the Group incurring redemption penalties of £1,815,000 upon conversion.

On taking control, the new Board made available a modest sum to the existing team to see if they could gain traction on revenues. After a short period, the team communicated that they were not confident about taking the business forward and so the decision was made to discontinue the business and to focus entirely on the new strategy.

THE TRANSITION PERIOD

The new team, led by John Quinlan, have spent significant time and energy in reviewing and restructuring the liabilities attached to the previous business. The team were able to negotiate with many large creditors to substantially reduce liabilities.

At the year end the Group has total liabilities of £1,855,725 of which circa £830,000 relates to the impact of exercising the right to convert the convertible debt put in place by the previous management team and, approximately £700,000 of legacy debts from the previous management team's operational activities. The work of the new management team and the interim funding that was put in place to deal with the legacy business issues has curtailed the losses arising from the now discontinued operations.

Although the new Board and management team have made extensive enquires in relation to the legacy business, and spoken with identified creditors, particularly those of the Group's former overseas subsidiaries, and are satisfied that all material liabilities have been identified, there is always a residual risk that unforeseen creditors may come forward. Should such a situation arise the Directors consider they are well placed to deal with such claims.

Unfortunately, the new team had to spend considerable time dealing with unexpected legacy issues and liabilities, which have impacted the implementation of the new business

THE NEW BUSINESS

As part of the plan, the Board put in place a new team to develop a multi divisional new media and technology business within the Group. The team have an excellent background, having been instrumental in building UNILAD into the largest social media publisher in the world, all on the back of just £200 of share capital.

Over the last few months we have begun to see real traction for the services and execution of the model. The acquisition of Gay Star News, a top three UK LGBTI publisher and the management agreement with The Tab, the UK's leading youth and student culture focussed publisher, have played a major part in this, and the team continues to seek out publishers and platforms to work with or even acquire.

CAPITAL STRUCTURE

We are very aware that the capital structure of the Group is a source of frustration to shareholders. Our aim as a Board is to move the Group towards a conventional, simplified capital structure with no convertible or other facilities. While we need to keep all options open as we resolve the final parts of the legacy issues and the overhang of securities held by EHGOSF, we are confident that once through these final issues, we will be in a position to finance the growth of the Group from conventional debt and equity issuance if required.

OUTLOOK

The implementation of the strategy has been slower than the Board anticipated, and we have been constrained by capital being diverted to legacy issues. However, I believe the Group have turned the corner and we ask that shareholders bear with us while we complete the final parts of the transition and move the Group to where we and you want to go, that being a leading profitable new media and technology business.

David Sefton Chairman

29 November 2019

Chief Executive's Statement

Our Chairman, David Sefton, has set out in his Chairman's statement an overview of the Group as we found it when we took control several months ago, the losses incurred to date and the steps taken to curtail the losses and to reposition the Group.

While the Board will, undoubtedly need to deal with legacy issues as we unwind the now discontinued activities, we believe the challenges are behind us. So, rather than repeating David's overview and the information set out in the Strategic Report, I have focused my report on our future plans. The plan and strategy of the Group is to build a leading new media and technology division and we are now beginning to see real progress. The restructuring and ultimately winding down of the legacy stem cell and insurance operations took more of our focus over the last months than we had originally planned, but with this process now close to completion, I am delighted that the team are now able to focus on the new media and technology business that is Iconic Labs.

Our plan for the business has two related elements: organic growth based upon deploying the team's skills and commercial experience in the sector alongside acquiring publishing platforms which we can leverage to sell those skills. As such, the critical first steps have been to acquire control (whether through a management contract on outright acquisition) of strategic publishing platforms.

The first of these has been through the acquisition of leading LGBTI publisher Gay Star News ('GSN'), and we have also agreed heads of terms for the acquisition of social media agency Social Alchemist Limited. Finally, we have entered into an agreement with Medium Channel Media Limited ("MCM"), a media focused investment company, to provide management services to The Tab, the largest social media publisher in the student market. once it has fully completed its own purchase of The Tab.

The acquisition of GSN in September 2019 is the first part of Iconic Labs' strategy to build critical mass and in particular expand its proprietary targeted distribution channels that the Company can utilise under the Iconic Labs brand offering. This strategy of acquiring digital brands and audiences will help contribute revenues in the short and medium term but also build capital value in the long term through the further development of these brands and the revenue potential they bring.

We believe GSN represents excellent value at £33,000 having generated revenues of over £500,000 last year. After careful due diligence we concluded that it is possible to achieve the similar levels of revenue but with a fraction of the historical cost base. We are currently working hard at relaunching GSN and this will immediately allow us to generate revenue from on-site digital advertising. However, we believe the greater revenue long term will come from combining the access to the GSN audience

and data with the consulting services that the central Iconic Labs team offer.

We see the GSN acquisition as representing a model for many future acquisitions. Buying established digital brands which have substantial revenue potential and then using our skills, experience and contacts to increase the Company's profitability and grow its long-term value as a brand while also crucially contributing to the central Iconic Labs business.

Our progress on organic revenue generation logically trails the work on publishing platforms but we are fully focused on business development. We are now seeing success in developing a pipeline and beginning to close on a variety of revenue contracts.

While there has been no formal launch or trade PR around Iconic Labs, we have already had significant interest and a pipeline of opportunities for a variety of contracts that we are looking to close and execute. While at the date of these accounts we have not yet booked revenues, the current pipeline and interest give us confidence that our strategy and offering of creative fee-based services to potential clients is the right one and we believe that our model will become increasingly in demand across the industry.

I believe the future looks positive as we execute our plans and focus on building a pipeline of organic revenues as well as making good value acquisitions and investments. The media and advertising industries are in a state of flux and the opportunities for a disruptive new business like ours that combines owning valuable audiences with being able to offer a unique product suite and content creation to clients puts us in a great position for the future.

Overall, we are seeing some real signs of progress on both the revenue generation and acquisition parts of the business and we are looking forward to building on this in the future.

John Quinlan Chief Executive

29 November 2019

INTRODUCTION

This is the third set of financial statements prepared by the Group. The Strategic Report should also be read in conjunction with the Chairman's Report and the Chief Executive's Statement included within the Annual Report.

During this financial year the Group has evolved from a stem cell and prospective insurance intermediary called Widecells Group PLC into a media and technology Group, and has been renamed Iconic Labs PLC.

PRINCIPAL ACTIVITIES AND REVIEW OF BUSINESS - STEM CELL AND INSURANCE

The Group was originally founded to pursue an opportunity relating to stem cell storage which evolved into planning to promote an insurance product related to the stem cell activity.

WideCells Group PLC has built an integrated stem cell services company, focused on making stem cell treatments accessible and affordable. This was achieved through three divisions:

• CellPlan: the world's first stem cell healthcare insurance plan with financial cover for medical treatment, travel and accommodation expenses and concierge service to manage the treatment process.
• WideCells: The Institute of Stem Cell Technology was established in the University of Manchester Innovation Centre to focus on stem cell research and regenerative medicine. WideCells also had international cryogenics divisions specialising in stem cell storage.
• Wideacademy: an education and training division to promote awareness of the benefits of stem cell storage across the global general practice community.

The main events that took place during the period in relation to this business were, as previously reported:

WideCells Limited was awarded a Human Application Licence by the UK's Human Tissue Authority ("HTA"). This licence permitted the company to import, export, process, store and distribute for treatment, umbilical cord blood and umbilical cord tissue from the UK and Europe in its state of the art facilities at the Institute of Stem Cell Technology in Manchester, UK. This licence enabled the Group, under its brand name BabyCells, to offer umbilical cord blood and tissue storage services to clients in the UK and Europe.

• WideCells Limited was granted a governmentbacked Innovate UK Knowledge Transfer Partnership with Manchester Metropolitan University (MMU) to undertake research on a new form of stem cell technology. The new technology would allow specialised adult cells such as skin cells to be genetically reprogrammed to assume a stem cell-like state and accordingly be used in stem cell treatment and in the study of disease.
• Wideacademy, the Group's 100% owned education and training division, launched the first stage of www.wideacademy.co. The purpose was to provide educational content for both the public and medical professionals to raise the profile of stem cell technologies and support the development of the industry.

WideCells Group PLC signed an agreement with Cryoviva Group, an established cord blood storage facility with operations in Thailand, Singapore and India, to sell its unique stem cell insurance product, CellPlan, in Asia. CellPlan is a completely unique and a first of its kind insurance product that aims to transform the stem cell industry by making stem cell treatment affordable and accessible globally.

The Group also launched its bespoke ecommerce platform focused on CellPlan, its unique stem cell insurance product, in Spain. This provides sales exposure to one of the most established cord blood and stem cell storage markets in Europe in line with the strategy to build sales and revenue profile. To the best of their knowledge and belief, the Directors have not identified that any policies were underwritten by CellPlan. To the extent any policies were sold, it is the new Board's understanding that an intermediary would have been used. The Board is in the process of closing down the website and seeking to clarify the regulatory position of the CellPlan business. Unfortunately, the business never achieved any commercial traction. Upon taking control, the new Board made available some targeted funding to the existing Widecells team to see if they could get some traction on revenues.

However, after a short period of time they communicated that they were not confident about taking the business forward.

Between November 2018 and March 2019 the Group was trying to refinance and restructure its legacy business. During that time a number of staff and directors left the Group and by March 2019 none of the original Board or key management remained in office. Compounding the inevitable loss of knowledge through these departures, the new Board were unable to locate up to date accounting records in both the UK and its overseas subsidiaries. We engaged a professional outsourced service provider to reconstruct to the maximum extent possible the accounting records. As a result of undertaking these procedures, we identified that of the total expenditure charged to the Statement of Comprehensive Income, excluding impairments and loan note conversion costs, there is approximately £1.7m of expenditure for which underlying documentation cannot be located. Of the £1.7m approximately £1.5m relates to administrative expenditure and £0.2m staff costs. Based on this analysis we are satisfied that the risk of there being an unrecorded actual or contingent liability arising from the former business of the group's discontinued activities is low.

In March 2019, the decision was made to create a new media and technology division and the old business was shut down and the business discontinued.

PRINCIPAL ACTIVITIES AND BUSINESS REVIEW - MEDIA AND TECHNOLOGY BUSINESS

The new Iconic Labs is a media and technology business focused on providing online marketing, content and technology driven products. The Company plans to create complimentary divisions that will allow it to provide a broad-based, all-encompassing offering allowing clients to build their online branding and awareness, generate significant revenues as well as building its own brand platforms and products that have long term capital value.

Since the Iconic Labs team joined in March 2019, the Company has made progress in establishing its offering and building out its presence within the new media marketing space. The team has successfully tried, tested and soft launched its initial media and advertising focused agency model.

The Company is conducting a strategy of balancing long and short-term revenue by partnering with advertising and marketing agencies, assisting with their existing contracts, as well as pitching for larger contracts independently.

In addition, the Company is looking at opportunities to develop social media publishing channels, whether through creation in-house or by acquisition.

Significant interest and business development success has already resulted in multiple potential revenue contracts with immediate conversion prospects.

The initial work and progress made on the sales pipeline has been highly successful. However, the volume of work looks likely to require additional capacity and, as a result, the team is looking prudently to add members of staff to ensure that projects and engagements are developed and delivered to the exacting standards of the team.

PRINCIPAL RISKS AND UNCERTAINTIES

Given the fundamental change in the Group's business, the following risk analysis focuses on the new business:

The Group cannot be certain that it will achieve revenues and profitability

The Company is still at an early stage of development with no revenues at the time of the end of the accounting period. Significant new revenues are anticipated and any adverse effects that mean these do not occur or are delayed would have an immediate adverse effect on the Company's business, operating results and financial condition. The business has a flexible cost base and will be able to introduce identified cost savings to mitigate this but it remains an inherent risk of a business at this stage of development.

Employee Risk

Failure to retain key executives could adversely affect the Group's operating and financial performance.

Retaining and motivating key executives is a critical component of the future success of the business. The company has a total of seven employees and the departure of any of the company's very small number of executive officers or other key employees could have a significant negative impact on its operations. The ex-UNILAD team are one of biggest strengths of the business and the performance of the company depends, to a significant extent, upon their abilities and continued efforts as its senior management. The loss of the services of any of the key management personnel will adversely affect the Group's ability to maintain or improve its operating and financial performance.

Funding Risk

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 Directors have sought to mitigate this risk by identifying a number of options for funding, including both equity and debt. At the timing of issuing this report, the Directors have agreed terms in principle on a key funding line which has been factored into our going concern and viability assessment. However, the completion of the funding agreement is conditional on the successful issuance of a prospectus, an activity which is underway at the time of approving these financial statements. While the directors remain confident of a successful outcome from the admission process, there cannot be absolute certainty and, consequently, on page 16, we identify this as a material uncertainty which needs to be considered when reviewing these financial statements.

Market risk

The digital media and advertising industry is continually changing and has a significant amount of competition. The company believes that it has a strong and competitive business strategy but the operational and financial results of the company could be materially affected by the actions of competitors, partners and suppliers.

The company competes with a large number of people as the business spans several sectors, notably digital publishing and advertising. As a company at an early stage of development the company's competitors could offer superior scale and put pressure on prices which could affect the Company's revenues and profit margins.

Global Economic Risk

The advertising industry is susceptible to adverse developments in the global economy and particularly the UK economy where the company operates. The continual uncertainty over Brexit, for example, may continue to delay advertising spending by potential clients which may have a negative effect on the demand for services or the delay of campaigns which could affect the revenues of the company.

Potential unrecorded legacy liabilities

There were significant legacy issues, some of which were not known to the new management upon taking control of the business. A review of the true creditor position of

the company was taken along with an assessment made of how to restructure the company's debts and its subsidiaries. There were and are a number of subsidiaries that had incurred significant debts under the old business. The management negotiated with creditors to substantially reduce the debt position of PLC.

The directors believe it is highly unlikely that there are any material unknown liabilities of Iconic Labs Plc.

In making this statement, the directors have placed particular reliance on the public announcement prior to the commencement of the Iconic Labs business that the company had been recapitalised. This prompted a considerable number of creditors to come forward and the directors consider it unlikely that any material creditor would not have sought repayment at that stage.

In addition, the directors worked with the former Widecells Finance Director to conduct a forensic exercise to assess and list all potential liabilities arising from the former business activity. The process that was carried out was extremely thorough, took place over several months and involved the senior management team.

The Group has received legal and professional advice at every stage and, whilst there is a risk of unrecorded liabilities, the Board is fully confident that it is in control of the liabilities and any processes required to manage them. The current status of the subsidiaries is as follows:

• Widecells Brazil Dissolved 2018
• Widecells Limited Has entered liquidation process; Antony Batty and Co appointed liquidator
• WideAcademy Dormant
• 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 the Group and advises on all relevant risk issues. There is regular communication with internal departments, external advisors and regulators. The Group'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 - STEM CELL AND INSURANCE BUSINESS

During the period, the stem cell and insurance business earned income of £21,081 but incurred administrative expenses of £3,472,771 and impairment of non-current assets of £629,616. The majority of the income related to grant income. The Directors understand that the grant terms have been fulfilled and there is no clawback risk associated with this income

With regard to proposed insurance business, the new Board notes that previous management launched a website to both market the product and to allow potential customers to buy cover. The new Board is not aware that any insurance related products and to the extent they may have been it is understood a relationship was entered into with an intermediary platform. The Directors are in the process of taking steps to close down the website and clarify the group' historic regulatory position with regards to the marketing and promoting insurance products. The Board are however confident that the group has not underwritten and insurance products.

The Board has taken the decision to write down the value of the non-current assets used in the old business as they held no value within the new business model. This decision has led to an impairment charge of £629,616 included within the loss on discontinued operations.

In addition to the above provisions, the previous board had committed to convert the convertible loan taken out which was necessary for the long term benefit of the Group going forward. The impact of the conversion was

the trigger of a penalty of £1,814,563, Initially the Company was penalised by providing the Issuer with equity however the new board has renegotiated this agreement and agreed to settle the remainder of the loan note via cash. Approximately £830k of the penalty remains due at the balance sheet date and is included within trade and other payables.

The overall impact of the legacy business on the Group's results for the year is a loss on discontinued activities of £4,113,879 and an increased finance cost relating to conversion penalties of £1.814.563.

FINANCIAL REVIEW - MEDIA AND TECHNOLOGY BUSINESS

In March 2019, the media and technology business was launched. As the launch took place only a few months prior to the end of the financial period, no revenues arose relating to this business prior to 30 June 2019. Revenues are being generated in the current financial period.

The administration expenses relating to the media and technology business totalled £327,902 in the period. The majority of these costs were related to time and money spent during the 'transition period' and restructuring the old business and legacy issues, as well as the launch of the new business.

The overall loss attributable to the new business for the period totalled £2,146,515, which includes the redemption penalty of £1,814,563 referred to above and has been classified as a loss on continuing operations in the financial statements.

At the balance sheet date, the Group had assets totalling £38,612 and liabilities totalling £1,855,725. Of the £1,855,725 liabilities, £1,844,584 were current liabilities,

Since 30 June 2019, the Group has arranged another funding agreement to take care of operating costs and legacy costs and is confident that this will enable it to meet the liabilities as they fall due in accordance with their terms. However, as noted earlier on page 7 the completion of this funding agreement is conditional on the Company completing a successful admission of its shares on the London Stock Exchange.

Key Performance Indicators:

Given the change of business in the period the historic key performance indicators are no longer relevant as they form part of the discontinued business and were not be brought forward from the prior year.

The new Iconic Labs business is at an early stage of development and will be focused on the areas of cash management and operating results.

The Company has identified the following key performance indicators which the directors will use to measure success against the business plan:

• Gross revenue growth
• EBITDA growth
• GP%
• Publisher network (% audience size growth)
• Publisher page views (% growth)

FUTURE DEVELOPMENT AND STRATEGY

Market Trends

The directors believe that years of sustained technological innovation across the globe has fundamentally changed consumer buying habits; the way they interact with each other; and the way they consume content. This sets the scene for a fundamentally changed market; not only for content producers and publishers; commerce and advertisers: but for all.

This change has been driven by, and capitalised upon, by key technological companies, primarily focused on online advertising and other internet related services, software and hardware but have a much wider reaching impact on our everyday lives. Google, Facebook, Amazon, Apple, Microsoft. Samsung, Snapchat, Netflix & Tencent are the notable companies in the space, at present, with entire business ecosystems reliant on their services and key influence and impact in policy and regulation at the highest level.

Digital Publishing

The demand for online content and entertainment services is increasing with people spending more time online and consuming more content than ever before. Social media usage across the UK continues to increase, alongside overall internet use which has doubled in the last 10 years from 12 hours a week in 2007 to 24 hours a week in 2017. Despite sizeable and staunch audiences it is clear traditional content creators have failed to adapt to the technological changes and effectively monetise on digital distribution channels and platforms. Social Media platforms such as Facebook & Twitter have transformed the way

content in particular news is discovered, disseminated, and digested. In this new era a key component in building an engaged audience and effectively monetising it, is understanding and navigating the ever-changing social media landscape.

Advertising

As audiences continue to shift online, so too does advertising revenue, as the WARC Expenditure report states, "at £13.4 billion in 2018, it now accounts for 57% of the UK's total advertising expenditure of £23.6 billion." Behind search, the largest slice of online advertising is display advertising, and an increasing amount is spent on social media, with spend on social platforms increasing more than three-fold from £861m in 2015 to £3 billion in 2018.

Company Strategy

The directors believe that there is a huge opportunity in the publishing and advertising market because of technological and structural changes. The directors consider a staged roll-out of complementary divisions that work together and as standalone propositions will allow the Company to take advantage of a number of industry trends with the scale to service the biggest clients but also the flexibility to work with a variety of partners in the industry.

The directors believe the planned structure of Iconic labs is an example of a new operating model of that will be highly desirable to partners and clients, and critical to establishing a successful modern media company.

Online Media Brands and Complimentary Agency and Consultancy Services

The first phase of the Company's strategy has been launching the agency and consultancy offering. This will be formally launched in the early 2020 but has already been soft launched to some clients and has achieved a very promising reception.

This is a product that involves a consulting approach to advise clients on their businesses but also with the agency capabilities to actually deliver campaigns and creative services in line with a client's needs.

The directors believe that the Company's consultancy offering brings a unique benefit to clients due to the Company's access to the data, audience and the content capabilities of the Groups' online media brands.

Additional Business Divisions:

The directors are confident in achieving success with the first parts of the business and then will look to add in additional business divisions and revenue streams over time.

• E commerce Work in collaboration with online media brands division and utilise the feedback loops to inform production and sale of consumer products
• Content Studio Create original video formats that are piloted on social media and further developed for viewing on TV and platforms such as Netflix
• Content Licensing License User Generated Content ("UGC") created by users who have posted it to social media and resell brands, & production houses internationally
• Tech Product Development Use insights gained from owned and operated media audiences to drive development of innovative & forward-thinking products

GOING CONCERN

The board's assessment of going concern and the key considerations thereto are set out in our Corporate Governance Report on pages 11 to 17.

CAPITAL STRUCTURE

Details of the ordinary shares of the Company are shown in note 14. The Company has only one class of ordinary shares of £0.0025 per share, which carry no fixed income. Each holder of ordinary shares is entitled to receive the Group's Annual Report and audited financial statements, to attend and speak or appoint proxies and to exercise voting rights at the general meetings of the Company.

The Company's Articles of Association (the 'Articles') do not have any specific restrictions on the transfer of shares. restrictions on voting rights nor are there limitations on the holding of such shares. The Board are not aware of any agreement between holders of the Company's shares that may result in restrictions on the transfer of securities or on voting rights.

No person has any special rights of control over the Company'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 UK Corporate Governance Code, the Companies Act 2006 and related legislation. The powers of the directors are described in the Corporate Governance Report on pages 12 to 13.

ENVIRONMENTAL ISSUES

As far as the directors are aware the Company's business activates (the creation of online media and advertising) do not cause a direct and disproportionate adverse effect on the environment. The directors are not aware that the company's previous 'stem cell' business negatively impacted the environment but have limited information on the company's activities in this regard.

EMPLOYEE MATTERS

The current business is model is dependent on the current employees skills and the Company and although the directors believe this will decrease over time the Company uses all reasonable endeavours to keep the employees safe, incentivised and motivated. The business has undergone substantial changes in personnel this year and is still in early stages of development. As of 30 June 2019 the Company had 7 FTE's of whom 6 were male and 1 female. There were 3 male senior members of management.

Social, community and human rights issues

The Group seeks to achieve the highest ethical standards and behaviours in conducting its business, with integrity, openness, diversity and inclusiveness being high priority 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.

John Quinlan Director

29 November 2019

THE BOARD

Constitution of the Board:

Details of all directors in post throughout the period are set out on page 24.

As at 30 June 2019, the board comprised the following:

• David Sefton: Executive Chairman (appointed 24 February 2019)
• John Quinlan: Chief Executive Officer (appointed 18 March 2019)
• Liam Harrington (appointed 18 March 2019)
• Richard Thompson: Non-executive director (appointed 24 February 2019)
• Will Muirhead: Non executive director (appointed 18 March 2019)
• Rodolphe Cadio: Non-executive director (appointed 18 March 2019)
• Xavier Latil: Non-executive director (appointed 18 March 2019)

The Board considers each of its Non-Executive Directors to be independent. Non-Executive Directors are required to devote at least 2 days (on average) per month to their directors' duties.

On 20 May 2019, MSP Corporate Services Limited were appointed to act as Company Secretary.

As is evident from the appointment dates stated above, the Board took over the management of the Group a significant way through the financial period. Due to the fact that the old management team are no longer associated with the Group, information on the directors' activities, decision making and corporate governance activities of the Group prior to the appointment of the new Board is limited.

CORPORATE GOVERNANCE - UNDER THE PREVIOUS BOARD

As previously reported in the 2017 financial statements, the Board gave due regard to the principles set out in the UK Corporate Governance Code published in September 2014 by the Financial Reporting Council and the Quoted Companies Alliance published Corporate Governance Guidelines. The Board had not formally adopted the code but adopted procedures to institute good governance.

The current Board cannot confirm or deny compliance with this code for the period until they were appointed, however they are aware of the following changes to those previously reported:

• During the period, David Henriques was appointed to the Board as Non-Executive Director. His appointment allowed the Group to separate the functions of Group Chairman from that of Chairman of the Audit & Risk Committee. Mr Henriques acted as Chairman of the Group's Audit & Risk Committee, while Peter Presland continued as Group Chairman.
• the start of the period.

CORPORATE GOVERNANCE - UNDER THE NEW BOARD

During the period from 18 March 2019 to 30 June 2019, the Group 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, except to the extent details below.

BOARD MEMBER BIOGRAPHIES

David Sefton - Executive Chairman

David has extensive public and private company board experience in the UK and North America and is the founder and director of several private and public companies. He has made and scquisitions worldwide in the energy, technology, telecoms and media sectors.

Liam Harrington - Chief Business Officer

Liam was instrumental in the creation and development of UNILAD, where he built the team responsible for growing it into one of the world's largest media platforms. Subsequently, he was recognised by Forbes as being one of media's 30 under 30 in 2017. He has a deep network of contacts across the media and entertainment industry.

John Quinlan - Chief Executive Officer

John has proven experience in growing online businesses. He spent four years at UNILAD, where he helped take revenues to over £10 million during this time. He has helped pioneer social content for UK brands and win multi-million pound campaigns with advertisers.

Sam Asante - Chief Operating Officer

Sam Asante, currently COO of the Company, has had a long and successful career in the social media industry and works closely with the CEO in driving and innovating the business going forward.

All members of the board are critical to the development and long term success of the new media and technology business and are recommended for re-election.

Board operation

The roles of the Chairman and the Chief Executive Officer are separated, clearly defined and their respective responsibilities are summarised below.

Chairman

The Executive Chairman provides leadership to the Board. Working together with the Company Secretary, the Executive Chairman is responsible for setting the agenda for Board meetings, ensuring that the Board receives the information that it needs to properly participate in Board meetings in a timely and that the Board has sufficient time to discuss issues on the agenda.

The Executive Chairman also assists on corporate finance and transactional activities, such as the raising of debt and equity capital and acquisitions and disposals of business activities or subsidiaries.

Chief Executive Officer

The Chief Executive Officer is responsible for leadership of the Group's senior management team and its employees on a day to day basis. In conjunction with senior management, the Chief Executive Officer is responsible for the execution of strategy approved by the Board and the implementation of Board decisions.

How the Board functions

The Board is collectively responsible for the long-term success of the Group. The Board provides entrepreneurial leadership for the Group 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 the Group's strategy and ensures that the necessary resources are in place for management to execute that strategy. Further details on the Group's current business model and strategy can be found within the Strategic Report.

An important part of the Board's role is the review of management performance. The Group'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 the Group and setting the Group's values and standards
• · Approval of the Group'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 the Group's activities into any new business or geographic areas
• Any decision to cease any material operations
• Changes in the Group'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 a
• · 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

REMUNERATION COMMITTEE

At 30 June 2019, the remuneration committee consisted of David Sefton (chair) and Liam Harrington. David and Liam joined the remuneration committee upon their appointment to the Board. The previous members of the remuneration committee resigned in the period.

The role of the remuneration committee is to set the Group's remuneration policy, determine the remuneration packages of the executive directors and to set the targets for performance-related pay.

During the period the remuneration committee:

• Discussed and approved the salaries and benefits for the key employees
• · Discussed and agreed deferral of certain parts of the salaries and benefits
• Discussed a proposed employee option scheme which it intends to implement in the near future

AUDIT COMMITTEE

At 30 June 2019, the audit committee consisted of David Sefton (chair) and John Quinlan, David and John joined the remuneration committee upon their appointment to the Board.

The role of the audit committee is to:

• · 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 and removal of auditors, including approving the remuneration and terms of engagement of the auditor;
• · reviewing the auditor's independence and objectivity; and
• developing and implementing the non-audit services policy.

During the period under review, the previous auditor BDO LLP resigned and lodged with the directors and at Companies House their legally required statement of circumstances. In order to fill the casual vacancy arising from BDO LLP's resignation the new Board arranged a tender and approached a number of a size that best reflected the scale of the Group and who had both sector and listed company experience.

When evaluating the external auditor proposals the Committee had regard to the firm's understanding of the Group's current circumstances, the sector, the listed market and the level of fees. The Committee also had regard to auditor independence but noted that the firm appointed would, at the Audit Committee's request, would also be acting as Reporting Accountant on the Group's new prospectus.

After appointment of the auditor members of the Board have, due to the matters being dealt with, maintained a reqular and close dialogue with the auditors as the legacy issues have been dealt with. In addition to regular feedback the Audit Committee has received formal feedback from the auditor on the conduct of the audit, matters arising and how they have been dealt with and the impact these have had on the audit Committee note is qualified. Based on these discussions, the Audit Committee are satisfied with the effectiveness of the audit.

BOARD AND COMMITTEE RESPONSIBILITY AND ACTIVITY

The Terms of Reference for each of the committees are available to view on the Company's website. Owing to the size and business of the Company, the board does not consider it appropriate or beneficial to shareholders to include the reports of these committees.

Since appointment, the new Board met on 6 occasions, the Remuneration Comnittee met on 1 occasion and the Audit Committee met on 2 occasions.

The table below shows the number of meetings attended by each director the since March 2019:

Director	Board Meetings	Remuneration Committee	Audit Committee
David Sefton	6		2
John Quinlan	6	0	2
Liam Harrington	6		0
Richard Thompson	4	O	0
Will Muirhead	4	0	0
Rodolphe Cadio		0	0
Xavier Latil		0
Sam Asante	O	0	0

It is not possible to report of the frequency or attendance at Board or Committee meetings prior to March 2019.

Board meetings are usually held at the Company's principal working office in Soho. 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 meetings are agreed by the board and followed up and reviewed at subsequent board meetings to ensure their completion.

During the period, the Board has sought external advice on any significant matters, in particular from the Company's legal advisers, DLA Piper, on matters relating to the previous business activity in stem cells and insurance and the extensive corporate restructuring that followed therefrom.

Insurance and indemnity

In accordance with Article 54 of the Articles of Association, the Group's directors and officers are entitled to an indemnity from the Group 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.

In addition, the Group has purchased and maintains directors' and officers' liability insurance cover against certain legal liabilities and costs for claims incurred in respect of any act or omission of their duties and which has been in place throughout the year.

Board balance

The Board comprises individuals with wide business experience gained in various industry sectors related to the Group'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 the Group'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. Female candidates from any particular ethnic or national background would each be considered equally.

The Non-Executive Directors contribute their considerable collective experience and wide-ranging skills to the Board and provide a valuable independent perspective; where necessary constructively challenging proposals, policy and practices of executive management. In addition, they helped formulate the Group's strategy.

Relationship with shareholders

Primary responsibility for effective communication with shareholders lies with the Chairman, but all of the directors are available to meet with shareholders throughout the year. The Chief Executive Officer has been active in meeting with and preparing presentations for investors. The Company endeavours to answer all queries raised by shareholders promptly.

Investor relations (IR) and communications

The Company's Executive Chairman and Chief Executive Officer have attended a number of industry conferences and regularly meet or are in contact with existing and potential institutional investors.

Whenever required, the Executive Directors and the Executive Chairman communicate with the Group's brokers to confirm shareholder sentiment and to consult on particular governance issues.

In the period since the Group'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 the Group's website.

Social, community and human rights issues

The Group seeks to achieve the highest ethical standards and behaviours in conducting its business, with integrity. openness, diversity and inclusiveness being high priority 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 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 Group's position and prospects.

GOING CONCERN ASSESSMENT

Since 30 June 2019, the Board has taken steps to ensure that the Company is in a position to meet operating costs and legacies going forward and we are confident that all liabilities that existed at the balance sheet date, and those that have arisen since will be capable of being met.

In addition to starting to book revenues and consideration of the Company, these steps include:

• · A proposal from an existing funder to continue to fund the net operating requirements of the Company on a monthly basis through conventional debt
• A term sheet from an invest up to £6,000,000 in the Company by means of a convertible instrument
• A term sheet from a separate investor to provide a mezzanine debt facility in an amount of £800,000
• Proposals from several shareholders to subscribe for shares in the Company subject to publication of a prospectus.

Based on the above analysis the directors consider the Group to be a going concern because, in addition to evaluating the extent of any actual or contingent liabilities from the legacy business, the directors have produced financial models

for the new business, including its recent acquisitions. The models project the expected cash outflows for a period of at least 12 months from the expected date of approving the financial statements.

Based on those models the directors have agreed in principle a key facility which covers the expected cashflows with sufficient headroom for timing differences in those cashflows and a further cash buffer.

The directors also believe their business plan is scalable, with significant potential upside in revenues. In addition, they can, within certain parameters, manage the cost base should any slippage occur.

However, although the directors have agreed a facility in principle, a key condition is the successful admission of shares to the LSE under a prospectus to be issued. While the directors are confident that the admission will be successful, as the provision of the funding is conditional on the successful outcome of this key future event there does remain a fundamental uncertainty over the group's ability to continue as a going concern pending the issuance of this prospectus.

As is noted elsewhere in this annual report the directors have already made extensive provisions against the group's assets and had regard to the identification and classification of its liabilities. The directors do not consider further material adjustments would arise in the admission was not successful and funding could not be secured.

Post Balance Sheet Developments

The Group formally adopted the Quoted Companies Alliance Corporate Governance Code (the Code) in October 2019. The Company is committed to maintaining and promoting robust corporate governance structures and processes to support its long-term success.

Performance Graph

The performance graph above shows the Company's performance over the 18 month accounting period compared with the performance of the FTSE All-share index in the same time frame. The graph is prepared on the basis of constituent companies in the Index at a given point in time.

David Sefton Chairman 29 November 2019

REMUNERATION COMMITTEE

The Remuneration Committee assists the Board in determining its responsibilities in relation to remuneration, including making recommendations to the Board on the Group's policy on executive remuneration, setting the over-arching principles, parameters and governance framework of the Group's remuneration policy and determining the individual remuneration and benefits package of each of the Executive Directors.

The Committee ensures compliance with the UK Corporate Governance Code in relation to remuneration wherever possible.

The Committee was previously chaired by Malcolm Glaister. Under the new management structure, David Sefton chairs the committee. The Committee meets not less than twice a year.

REMUNERATION POLICY

The main aim of the Group's remuneration policy is to align the interests of Executive and Non-Executive Directors with the Group's business strategy and the long-term creation of shareholder value. The policy aims to pay the Directors competitively, whilst considering the remuneration practices of other international groups of similar size and scope, the current economic climate, the regulatory and governance framework, remuneration around the need to ensure that the Directors are remunerated appropriately, whilst ensuring the Group pays no more than is necessary.

The Committee has no formal method of involving employees in the setting of Directors' remuneration, however the members of the Committee have access to employees both in formal settings and take into account the level of employee remuneration when setting Directors' remuneration.

Shareholders views on Directors' remuneration are taken into account when setting the Remuneration Policy.

PREVIOUS BOARD

The Executive and Non-Executive Directors who held their positions during the period relating to the discontinued activities had all resigned from the Group as of 30th April 2019. They no longer receive any remuneration from the Group and the extent to which they were remunerated for their services is discussed later in this report.

EXISTING BOARD

The current Board members will each be entitled to the following remuneration, where appropriate. The executive members of the Board have currently agreed to defer 40% of their salary and all bonuses and other benefits until such time as they consider that the financial position of the Group renders payment of full salaries and benefits appropriate.

Remuneration Type	Purpose	Operation	Potential Maximum Benefit	Performance Measures
Basic Salary	To provide the basis of a market competitive overall remuneration. Takes account of the role, skills and contribution of the individual.	Basic salaries are reviewed annually in March, with changes taking effect on 1st April of that same year.	Executive annual salaries as of 30th June 2019 are as follows: David Sefton - £150,000 John Quinlan - £200,000 Liam Harrington - £200,000 Sam Asante - £150,000	n/a
Annual Bonus	To incentivise executives to achieve key strategic outcomes and deliver value for the shareholders.	Annual bonuses are decided in March, by the Remuneration Committee, and paid on 1st April.	Bonus amounts are decided by the Remuneration Committee, but shall not exceed: David Sefton - 100% John Quinlan - 100% Liam Harrington - 100% Sam Asante - 100%	The executive has personal KPIs as agreed with the Remuneration Committee, and are also aligned with corporate performance.

POLICY ON NON-EXECUTIVE DIRECTORS

Non-Executive Directors receive fixed fees agreed by the full Board after reference to similar roles in an appropriate comparator group of companies, and reimbursement of expenses incurred in attending Board and other meetings. It is the Board's policy for the Non-Executive Directors to be paid a level of fee that reflects the time commitment and responsibilities of the role and is sufficient to attract individuals with appropriate knowledge and experience.

The fees in place as at 30th June 2019 were as follows:

Non-Executive Directors	Annual Fee (E)
Richard Thompson	60,000
Will Muirhead	60.000

RECRUITMENT POLICY

The Committee's approach to remuneration with recruiting staff is to pay no more than is necessary to attract candidates of the appropriate calibre and experience needed for the Committee would consider payment of compensation for the forfeiture of variable awards from previous employers on an individual basis. The Group would only consider candidates for a directorship if they hold the necessary experience and qualities to help the Group prosper, and in turn generate value for the shareholders. The table below sets out the Committee's approach to 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 Committee will ensure that a consistent approach is adopted so that there is no reward for poor performance and the liabilities of the Group are minimised where appropriate.

No amount is 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 Group, into serious disrepute.

The table below sets out the policy on exit payment 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.

Due to the Board changes in the period, new remuneration policies have been set by the Committee. These are still to gain shareholder approval. The policies will be voted on at the next Annual General Meeting of the Company.

SETTLEMENT AGREEMENTS, SERVICE CONTRACTS AND NOTICE PERIODS

Previous Board

Non-Executive Directors

Peter Presland

Mr Presland resigned from the Group on 30 April 2019 in his role as Non-Executive Director and Chairman. During his tenure, Mr Presland was paid an annual fee of £52,000 and upon his resignation he received a full and final settlement of £20,612.

Marilyn Orcharton

Dr Orcharton resigned from the Group on 9 July 2018 in her role as Non-Executive Director. During her tenure, Dr Orcharton was paid an annual fee of £20,000 and continued to receive said remuneration until September 2018,

Malcolm Glaister

Mr Glaister resigned from the Group on 24 February 2019 in his role as Non-Executive Director. During his tenure, Mr Glaister was paid an annual fee of £20,000.

David Henriques

Mr Henriques resigned from the Company on 24 February 2019 in his role as Non-Executive Director. During his tenure, Mr Henriques was paid an annual fee of £20,000.

Executive Directors

Joao Andrade

Mr Andrade resigned from the Company on 24 February 2019 in his role as Executive Director and CEO. During his tenure, Mr Andrade was paid an annual fee of £115,000 and upon his resignation, he signed a settlement with the Company, the terms of which the terms of which entitled Mr Andrade to receive £73,150.

Jeremy Lea

Mr Lea resigned from the Company on 24 February 2019 in his role as Executive Director. During his tenure, Mr Lea was paid an annual fee of £80,000 and upon his resignation signed a settlement agreement with the Company, the terms of which entitled Mr Lea to receive £5,737.

Lopes Gil

Mr Gil resigned from the Company on 9 July 2018 in his role as Executive Director. During his tenure, Mr Gil was paid an annual fee of £90,000 and on 23 February, he signed a settlement agreement with the Company, the terms of which entitled Mr Gil to receive £7,068.

Peter Hollands

Mr Hollands resigned from the Company on 18 October 2018 in his role as Executive Director. During his tenure, Mr Hollands was paid an annual fee of £80,000.

David Bridgland

Mr Bridgland resigned from the Company on 18 October 2018 in his role as Executive Director. During his tenure, Mr Bridgland was paid an annual fee of £96,000 and on 23 February signed a settlement agreement with the Company, the terms of which entitled Mr Bridgland to receive £13,411.

Alan Greenberg

Mr Greenberg resigned from the Company on 29 October 2018 in his role as Executive Director. During his tenure, Mr Greenberg was paid an annual fee of £80,000 and on 23 February signed a settlement agreement with the Company, the terms of which entitled Mr Greenberg to receive £26,383.

Existing Board

David Sefton

Mr Sefton was appointed as executive Director of the Company and Chairman on 24 February 2019. The appointment is terminable on six months' notice on either side. The appointment may be terminated immediately if, among other things, Mr Setton is in material breach of the appointment. Mr Setton has opted not to receive a company pension as part of his remuneration and is also not entitled to any further benefits in kind.

John Quinlan

Mr Quinlan was appointed as executive Director of the Company on 18 March 2019. The appointment is terminable on six months' notice on either side. The appointment may be terminated immediately if, among other things, Mr Quinlan is in material breach of the terms of the appointment. Mr Quinlan has opted not to receive a company pension as part of his remuneration and is also not entitled to any further benefits in kind.

Liam Harrington

Mr Harrington was appointed as executive Director of the Company on 18 March 2019. The appointment is terminable on six months' notice on either side. The appointment may be terminated immediately if, among other things, Mr Harrington is in material breach of the appointment. Mr Harrington has opted not to receive a company pension as part of his remuneration and is also not entitled to any further benefits in kind.

Will Muirhead

Mr Muirhead resigned as non-executive Director of the Company on 28 November 2019. During his tenure he received an annual fee of £60,000, payable monthly in arrears, payment of which he agreed to defer. Mr Muirhead has resigned because now that the restructuring and relaunching of the Company is largely complete, he needs to devote more time to his other companies and interests.

Richard Thompson

Mr Thompson resigned as non-executive Director of the Company on 28 November 2019. During his tenure he received an annual fee of £60,000, payable monthly in arrears. Mr Thompson has resigned because now that the restructuring and relaunching of the Company is largely complete, he needs to devote more time to his other companies and interests.

Rodolphe Cadio

Mr Cadio resigned from the Company on 25 September 2019 in his role as Non-Executive Director. During his tenure, Mr Cadio was paid an annual fee of £60,000, payable monthly in arrears, and upon leaving the company also received E22,250, comprising his fee calculated on a pro-rate basis and reasonable expenses for attendance at Company board meetings.

Xavier Latil

Mr Latil resigned from the Company on 25 September 2019 in his role as Non-Executive Director. During his tenure, Mr Latil was paid an annual fee of £60,000, payable monthly in arrears, and upon leaving the company had received E22,631, comprising his fee calculated on a pro-rate basis and reasonable expenses for attendance at Company board meetings.

DIRECTORS REMUNERATION IN THE PERIOD

During the 18 month period to 30 June 2019, the directors received the following remuneration:

	Salary	Pension	Total
	117	res	ಿ
Peter Presland	64,917		64,917
Marilyn Orcharton	20,000		20,000
Malcolm Glaister	25,833		25,833
Rodolphe Cadio	24,000		24,000
Xavier Latil	24,000		24,000
Joao Andrade	209,696	11,500	221,196
Jeremy Lea	112,060	5,944	118,004
Lopes Gil	104,841	4.688	109,529
Peter Hollands	97.276	9,334	106,610
David Bridgland	99,600	9,600	109,200
Alan Greenberg	28,667		28,667
David Henriques	21,692		21,692
Zakaria Aziz
David Sefton	22,500		22,500
John Quinlan	52,692		52,692
Liam Harrington	52,692		52,692
William Muirhead (deferred)	24,000		24,000
Richard Thompson	24,000		24,000
Total	1,008,466	41,066	1,049,532

DIRECTORS INTERESTS IN SHARES

As of 30 June 2019, the shares held by the Board are as follows:

		Ordinary Shares Held	Percentage %
Executive Chairman	David Sefton	35,356,580	2.5
Executive Director	John Quinlan
	Liam Harrington
Non-Executive Director	Will Muirhead
	Richard Thompson
	Xavier Latil
	Rodolphe Cadio

Due to the Board changes in the period, new remuneration policies have been set by the Committee. These are still to gain shareholder approval. The policies will be voted on at the next Annual General Meeting of the Company.

David Sefton

Remunerations Committee Chairman

29 November 2019

Directors' Report

The directors present their report together with the audited financial statements of Iconic Labs PLC and its subsidiaries for the period ended 30 June 2019. On 11 July 2019, the parent company changed its name from Widecells Group plc to Iconic Labs plc.

DIRECTORS

The directors during the period were:

David Bridgland - resigned 18 October 2018 Jeremy Lea - appointed 9 July 2018 and resigned 24 February 2019 Joao Andrade - resigned 24 February 2019 Zakaria Aziz - resigned 19 February 2018 Lopes Gil - resigned on 9 July 2018 Malcolm Glaister - resigned 24 February 2019 Alan Greenberg - resigned 29 October 2018 David Henriques – appointed 19 February 2018 and resigned 24 February 2019 Peter Hollands - resigned 18 October 2018 Marilyn Orcharton - resigned 9 July 2018 Peter Presland - resigned 30 April 2019 David Sefton - appointed 24 February 2019 John Quinlan - appointed 18 March 2019 Liam Harrington - appointed 18 March 2019 William Muirhead - appointed 18 March 2019 Richard Thompson - appointed 24 February 2019 Xavier Latil - appointed 18 March 2019 Rodolphe Cadio - appointed 18 March 2019

Xavier Latil and Rodolphe Cadio resigned as directors of the Company on 25 September 2019.

William Muirhead and Richard Thompson resigned as directors of the Company on 28 November 2019.

MATTERS COVERED IN THE STRATEGIC REPORT

A review of the business, future developments, subsequent events and uncertainties is included in the strategic report.

DIVIDENDS

The directors do not recommend the payment of a dividend for the period ended 30 June 2019 (December 2017: Enil).

CORPORATE GOVERNANCE STATEMENT

The Corporate Governance report on pages 11 to 17 forms part of the Directors' Report.

DIRECTORS' AND OFFICERS' LIABILITY INSURANCE

During the period the company had, as permitted by s234 and 235 of the Companies Act 2006, maintained insurance cover on behalf of the directors and company secretary indemnifying them against certain liabilities which may be incurred by them in relation to the company.

Directors' Report

GREENHOUSE GAS EMISSIONS

The directors are unaware of the quantity of greenhouse gas emissions produced by the company's previous 'stem cell' business. 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.

POST BALANCE SHEET EVENTS

Post period end, the Group has:

• · appointed liquidators in order for Widecells Limited to be voluntarily wound up;
• · appointed liquidators in order for Widecells Espana to be liquidated and dissolved;
• acquired 24% of the issued share capital of Student Media Ventures Limited;
• · acquired 100% of the issued share capital of Nuuco Media Limited;
• · acquired 24% of the issued share capital of Medium Channel Media Limited.

Further details can be found in note 26 of the financial statements.

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 European Union. 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 European Union; 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.

Directors' Report

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 European Union 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

BDO Global, were the Company's previous auditor until their resignation in May 2019. The auditor, Crowe U.K. LLP, was appointed on 8 October 2019 and will be proposed for re-appointment at the forthcoming Annual General Meeting.

John Quinlan On behalf of the Board Director

FOR THE PERIOD ENDED 30 JUNE 2019

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ICONIC LABS PLC

QUALIFIED OPINION

We have audited the financial statements of Iconic Labs PLC (the 'Parent Company') and its subsidiaries (together the 'Group') for the period ended 30 June 2019 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated and Company Statements of Financial Position, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity, the Consolidated Statement of Cash Flows, the Company Statement of Cash flows and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union.

In our opinion, except for the possible effects of the matter described in the Basis for Qualified Opinion section of our report, the financial statements:

• give a true and fair view of the state of affairs of the Group and of the Parent Company as at 30 June 2019 and of the Group's loss for the period then ended;
• · have been properly prepared in accordance with International Financial Reporting Standards as adopted by the European Union;
• have been prepared in accordance with the requirements of the Companies Act 2006.

BASIS FOR QUALIFIED OPINION

As noted by the Directors on page 11 of their Strategic Report, during the period between November 2018 a number of staff and directors left the Group and by March 2019 none of the original Board or key management are left in the Group. Compounding the inevitable loss of knowledge through these departures, the new Board have been unable to locate certain accounting records in both the UK and its overseas subsidiaries. The Board engaged a professional outsourced service provider to reconstruct to the maximum extent possible the accounting records. As a result of undertaking these procedures, the Board have identified that of the total expenditure charged to the Statement of Comprehensive Income, excluding

impairments and loan note conversion costs, there is approximately £1.7m of expenditure for which underlying documentation cannot be located. Of the £1.7m approximately £1.5m relates to administrative expenditure and £0.2m staff costs. The Board have also concluded that they are satisfied that the risk of there being an unrecorded actual or contingent liability arising from the former business of the group's discontinued activities is very low.

During the period under review one of the group's undertakings promoted an insurance product and it is unclear on what basis that product was, if at all, distributed and, as a consequence, whether the group or its relevant undertaking required authorisation from the relevant regulatory authority. The new Board have from their own enquiries concluded that very few insurance related products were distributed by the group and to the extent that they were, an appropriate intermediary was used.

As a consequence of the absence of accounting records and management who would be able to resolve queries, we have been unable to obtain the information and explanation necessary for our audit in respect of;

• expenditure and the completeness of actual and contingent liabilities arising solely from the former business of the group's discontinued activities; and
• liabilities which may arise from the possibility that one of the group's subsidiaries may have conducted insurance business and, as a consequence, may not have complied with local laws and regulations in relation to what may be a regulated activity.

The lack of evidence also impacts on our ability to conclude on the completeness of related party transactions which arose during the period up to instatement of the current board and new management team. There were no alternative audit procedures we could undertake in respect of this expenditure and therefore our audit opinion is qualified due the limitation on the scope of our audit.

The absence of a complete set of board minutes and board committee meetings has limited the scope of our work in relation to our review of the Strategic Report, Directors Report, directors Remuneration Report and Corporate Governance Report.

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 and the Parent Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, 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 qualified opinion.

MATERIAL UNCERTAINTY IN RELATION TO GOING CONCERN

We draw your attention to note 1 on page 38 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 will require additional funding. At the time of issuing this report the Directors have agreed terms in principle on a key funding line which has been factored into their going concern assessment. However, the completion of the funding agreement is conditional on the successful issuance of a prospectus, an activity which is underway at the time of approving these financial statements. These conditions together with the other matters set out in note 1 to the financial statements indicate that a material uncertainty exists that may cast significant doubt about the Group and the Parent Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Given the conditions and uncertainties noted above we considered going concern to be a "Key Audit Matter" and our audit response was as follows;

• We obtained the Board's assessment of going concern and the supporting financial projections. Based on that assessment we
  • considered whether the directors had considered a period of at least twelve months from the date of approving the financial statements;
  • considered and challenged the appropriateness of the key assumptions used;
  • compared the forecast expenditure to that set out in the business forecast for the new business:
  • considered the steps taken by the Board to identify and provide for the costs of liquidating the subsidiaries relating to the legacy business

and in meeting any actual or contingent liabilities arising from that process;

• We reviewed the terms of the funding offer completion of which is conditional on the successful admittance to a new class of the Group's shares on to the London Stock Exchange which is in progress at the time of issuing this opinion; and
• We confirmed with management that they aren't aware of any other factors which might adversely impact on their assessment of the Group and Parent's Company's ability to continue as a going concern.

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 judgement, we determined overall materiality for the financial statements as a whole to be £180,000. Given the Group's circumstances and financial standing we considered the most appropriate benchmark was adjusted group loss before tax. Our materiality level there represents 5% of the benchmark.

Performance materiality is the application of materiality at the individual account or balance sheet level to reduce to an appropriately low level the probability that the aggregate of undetected misstatements exceeds materiality for the financial statements as a whole. We use a different level of performance materiality to determine the extent of our testing and it is 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. On average the performance materiality applied was approximately 75% of financial statement materiality. The materiality for the audit of Iconic Labs PLC individual financial statements was set at £155,000. For 2019 we considered the most appropriate benchmark was adjusted parent company loss before tax. Our materiality level there represents 5% of the benchmark. In the prior year the previous auditors capped Parent Company materiality at 75% of Group materiality. Performance materiality was based on 75% of financial statement materiality namely, £116,250. We agreed with the Audit Committee that in respect of the Group financial statements we would to report to it all identified misstatements in excess of £9,000. For the Parent

Company, the level for reporting identified misstatements was set at £7,750. Misstatements below that threshold would also be reported to the Audit Committee if, in our opinion as auditor, disclosure was required on qualitative grounds.

Overview of the scope of our audit

Our audit engagement was limited to the audit of the Parent Company and its Group financial statements. As the new Board, who were appointed in February 2019, had made a decision to discontinue the group's legacy business activities and to take formal steps to liquidate its UK and overseas subsidiaries we were not appointed to audit those entities.

Our audit approach was developed by obtaining an understanding of the group's activities, the key functions undertaken on behalf of the Board by management and the overall control environment. Specifically, given the widely reported challenges the Group has faced during the period under review which gave rise the appointment of the new Board, we discussed with the Board and their other advisers the activities of the Group, what enquires they had made into those activities, the group's financial standing and its planned future activities. Based on this understanding we assessed those aspects of the Group and Parent Company's transactions and balances which were most likely to give rise to a material misstatement and were most susceptible to irregularities including fraud or error. Specifically, we identified what we considered to be key audit matters and planned our audit approach accordingly.

We gained an understanding of the legal and regulatory framework applicable to the Group and the industry in which it operates, and considered the risk 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 Rules, the principles of the UK Corporate Governance Code and IFRS adopted by the European Union.

We designed audit procedures to respond to the risk, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion.

We focused on laws and regulations that could give rise to a material misstatement in the Group's financial statements. Our tests included, but were not limited to:

agreement of the financial statement disclosures to underlying supporting documentation;

• enquiries of management;
• review of minutes of Board meetings throughout the period; and
• considering the effectiveness of control environment in monitoring compliance with laws and regulations.

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. As in all of our audits we sought to address the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the Directors that represented a risk of material misstatement due to fraud. As noted under the section Basis for qualified opinion, the scope of our work in relation to legacy business was limited due to the absence of accounting records and management who would be able to resolve queries, we have been unable to obtain the information and explanation necessary for our audit.

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. The two key audit matters we identified were in relation to the completeness of expenditure and the associated liability and, compliance with laws and regulations relating to the potential conduct of insurance related activities. The completion of our planned procedures in respect of these two key audit matters has given rise to a qualified audit opinion which is described in the Basis for Qualified Opinion section. We did not identify any other key audit matters which need to be communicated in our report.

This is not a complete list of all risks identified by our audit.

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.

OPINIONS ON OTHER MATTERS PRESCRIBED BY THE COMPANIES ACT 2006

Except for the impact of the limitation of the scope of our work set out under "Basis for qualified Opinion", in our opinion the part of the directors' remuneration report to be audited has been properly prepared in accordance with the Companies Act 2006.

In our opinion based on the work undertaken in the course of 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 directors' report and strategic report have been prepared in accordance with applicable legal requirements.

MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION

Except for the impact of the limitation of the scope of our work set out under "Basis for qualified Opinion", we have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

the financial statements and the part of the directors' remuneration report to be audited are not in agreement with the accounting records and returns.

As explained under the Basis for qualified Opinion the new Board have not been able to locate accounting records and information for expenditure incurred by the legacy business totalling £1.7m. As a consequence:

• we were unable to determine whether adequate accounting records have been kept by the Parent Company:
• returns adequate for our audit have not been received from branches not visited by us:
• we have not received all the information and explanations we require for our audit: and
• we were unable to confirm whether certain disclosures of directors' remuneration specified by law were complete.

RESPONSIBILITIES OF THE DIRECTORS FOR THE FINANCIAL STATEMENTS

As explained more fully in the directors' responsibilities statement set out on pages 12 and 13, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Group's and Parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or Parent Company, or to cease operations, or have no realistic alternative but to do so.

AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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.

other matters which we are required to ADDRESS

We were appointed by the Audit committee on 8th October 2019 to audit the financial statements for the period ending 30 June 2019. Our total uninterrupted period of engagement is less than a year, covering the period ended 30 June 2019.

In addition to the statutory audit, Crowe U.K. LLP have been appointed as reporting accountant in relation to a prospectus being issued by the Group. The provision of both these services has been discussed with the Board who have been made aware of the independence safeguards which have been put in place. The non-audit services prohibited by the FRC's Ethical Standard were not provided to the Group and we remain independent of the Group in conducting our audit.

Our audit opinion is consistent with the additional report to the audit committee.

USE OF OUR REPORT

This report is made solely to the Parent 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 Parent 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.

Rhodri Whitlock (Senior Statutory Auditor)

For and on behalf of Crowe U.K. LLP St Bride's House 10 Salisbury Square London FC4Y 8EH

29 November 2019

Consolidated Statement of Comprehensive Income

FOR THE PERIOD ENDED 30 JUNE 2019

	Notes	18 month period ended 30 June 2019 E	Year ended 31 December 2017 E
Continuing operations
Revenue
Administrative expenses	3	(327,902)
Operating loss		(327,902)
Finance costs	6	(1,818,613)
Loss before taxation		(2,146,515)
Taxation	7
Loss for the period from continuing operations		(2,146,515)
Loss for the period from discontinued operations	5	(4,113,879)	(2,808,853)
Loss for the period		(6,260,394)	(2,808,853)
Other comprehensive expense
Other comprehensive expense from discontinued operations			(32.798)
Total comprehensive loss for the period		(6,260,394)	(2,841,651)
Loss per ordinary share	8
Basic and diluted
- from continuing operations		(0.01)	(0.00)
- from discontinued operations		(0.01)	(0.05)

The loss for the period and total comprehensive loss for the period are wholly attributable to the equity holders of the parent.

Consolidated Statement of Financial Position AS AT 30 JUNE 2019

		30 June 31 December 2019
	Notes	E	2017 E
Assets
Non-current assets
Property, plant and equipment	9	7,093	466,591
Intangible assets	10		139,106
Total non-current assets		7,093	605,697
Current assets
Inventories	11		27,850
Trade and other receivables	12		9,551
VAT recoverable	12	15,922	173,703
Cash and cash equivalents	13	15,597	615,219
		31,519	826,323
Total assets		38,612	1,432,020
Equity
Share capital	14	3,498,257	162,053
Share premium	15	5,124,900	3.460.854
Merger reserve			(185,728)
Translation reserve			(32,798)
Share-based payment reserve			331,975
Retained deficit	15	(10,440,270)	(4,305,132)
		(1,817,113)	(568,776)
Liabilities
Non-current liabilities
Loans and borrowings	17	11,141	207,551
		11,141	207,551
Current liabilities
Trade and other payables	16	1,736,306	935,536
Loans and borrowings	17	68,278	857,709
Provisions	18	40,000
		1,844,584	1,793,245
Total liabilities		1,855,725	2,000,796
Total equity and liabilities		38,612	1,432,020

The financial statements of Iconic Labs plc were approved by the Board and authorised for issue on 29 November 2019. They were signed on its behalf by:

John Quinlan Director

ਤ ਤ

Consolidated Statement of Changes in Equity

for the period ended 30 june 2019

	Share-based
	Share capital E	Share premium E	Merger reserve E	Translation reserve E	payments reserve E	Retained deficit E	Total equity E
Balance at 31 December 2016 135,145		2,159,000	(185,728)	-	211,513	(1,496,279)	823,651
Loss for the period							(2,808,853) (2,808,853)
Foreign exchange translation				(52,798)			(32,798)
Total comprehensive loss for the period				(32,798)		(2,808,853)	(2,841,651)
Transactions with owners:
Share-based payment charges					120,462		120,462
Issue of shares	26,908	1,371,789					1,398,697
Costs of placings		(69,935)					(69,935)
Total contribution by and distribution to owners	26,908	1,301,854			120,462		1,449,224
Balance at 31 December 2017	162,053	3,460,854	(185,728)	(32,798)	331,975	(4,305,132)	(568,776)
Loss for the period							(6,260,394) (6,260,394)
Foreign exchange translation
Total comprehensive loss for the period							(6,260,394) (6,260,394)
Transactions with owners:
Share-based payment charges					11,807		11,807
Issue of shares	3,356,204	1,894,621					5,230,825
Costs of placings		(230,575)					(230,575)
Total contribution by and distribution to owners	3,336,204	1,664,046			11,807		5,012,057
Transfer between reserves			185,728	32,798	(343.782)	125,256
Balance at 30 June 2019	3,498,257	5,124,900				- (10,440,270)	(1,817,113)

The currency translation reserve comprised all foreign currency adjustments arising from the tinancial statements of the foreign operation. During the period, the Board decided that a number of the reserves related to historic balances are no longer relevant given the changes in the group during the period. The merger reserve, translation reserve and share-based payment reserve have been transferred to retained deficit during the period.

Consolidated Statement of Cash Flows

for the period ended 30 June 2019

		Period ended 30 June 31 December 2019
	Notes	E	E
Cash flows from operating activities
Total comprehensive loss for the period		(6,260,394)	(2,808,853)
Loss from discontinued operations	5	4,137,879	2,808,853
Depreciation	3	417
Finance costs	6	1,818,613
		(303,485)
Decrease/(increase) in inventories
Decrease/(increase) in trade and other receivables
Increase/(decrease) in trade and other payables		66,000
Operating cash flows used by continuing activities		(237,485)
Operating cash flows used by discontinued operations		(3,241,618)	(2,140,827)
Net cash used by operating activities		(3,479,103)	(2,140,827)
Cash flows from investing activities
Purchase of property, plant and equipment		(7,510)
Investing cash flows used by operating activities		(7,510)
Investing cash flows used by discontinued operations		(23,919)	(323,989)
Net cash used in investing activities	9	(31,429)	(323,989)
Cash flows from financing activities
Interest paid	6	(604,050)
Repayment of finance leases		(88,747)
Issue of share capital		2,060,950
Costs of issuing shares		(230,575)
Issue of convertible loan notes		2,700,000
Financing cash flows from financing activities		3,837,578
Financing cash flows used by discontinued operations		(429,490)	1,465,897
Net cash flows from financing activities		3,408,088	1,465,897
Net decrease in cash and cash equivalents		(102,444)	(998,919)
Cash and cash equivalents at beginning of period		118,041	1,149,758
Effect of foreign exchange rate changes			(32,798)
Cash and cash equivalents at period end	13	15.597	118.041

Company Statement of Financial Position

AS AT 30 JUNE 2019

		2019	30 June 31 December 2017
	Notes	E	E
Non-current assets
Property, plant and equipment	9	7,093	42.477
Investments			76,000
Non-current assets		7,093	118,477
Current assets
Trade and other receivables	12		1,696,772
Cash and cash equivalents	13	4,339
		4,339	1,696,772
Total assets		11,432	1,815,249
Equity
Share capital	14	3,498,257	162,053
Share premium	15	5,124,900	3,460,854
Share-based payment reserve			331,975
Retained deficit	15	(10,186,141)	(3,352,643)
		(1,562,984)	602,239
Non-current liabilities
Loans and borrowings	17	11,141	113,321
		11,141	113,321
Current liabilities
Trade and other payables	16	1,494,997	833,805
Bank debt and commercial loans	17		25,000
Directors loans	17		100,000
Loans and borrowings	17	68,278	140,884
		1,563,275	1,099,689
Total liabilities		1,574,416	1,213,010
Total equity and liabilities		11,432	1,815,249

The Company's loss and total comprehensive loss for the period ended 30 June 2019 was £7,177,280 (Year to 31 December 2017: £2,310,506).

The financial statements of Iconic Labs plc, company number 10197256, were approved by the Board and authorised for issue on 29 November 2019. They were signed on its behalf by:

John Quinlan Director

Company Statement of Changes in Equity FOR THE PERIOD ENDED 30 JUNE 2019

	Share capital E	Share premium E	Share-based payments reserve E	Retained deficit E	Total equity E
Balance at 31 December 2016	135.145	2,159,000	211,513	(1.042.137)	1,463,521
Loss for the year				(2,310,506) (2,310,506)
Total comprehensive loss for period				(2,310,506) (2,310,506)
Transactions with owners
Share-based payment charge			120,462		120,462
Issue of shares	26.908	1,371,789			1,398,697
Cost of placings		(69,935)			(69,935)
Total contributions by and distributions to owners	26,908	1,301,854	120,462		1,449,224
Balance at 31 December 2017	162,053	3,460,854	331.975	(3,352,643)	602,239
Loss for the period				(7,177,280)	(7,177,280)
Total comprehensive loss for period					(7,177,280) (7,177,280)
Transactions with owners
Share-based payment charge			11,807		11,807
Issue of shares	3,336,204	1.894.621			5,230,825
Cost of placings		(230,575)			(230,575)
Total contributions by and distributions to owners	3,336,204	1,664,046	11,807		5,012,057
Transfer between reserves			(343,782)	343,782
Balance at 30 June 2019	3,498,257	5,124,900			(10.186.141) (1,562,984)

Notes to the Financial Statements

FOR THE PERIOD ENDED 30 JUNE 2019

1 ACCOUNTING POLICIES

Basis of preparation

These financial statements have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union ("adopted IFRS") and with those parts of the Companies Act 2006 applicable to companies preparing their accounts under adopted IFRS.

On 18 March 2019, a new Board was appointed to lead the Group in a new direction. In order to give the new Board the necessary time to prepare the financial statements and resolve legacy issues that they inheir predecessors, the decision was made to extend the accounting period of the Group by 6 months from 31 December to 30 June. These financial statements cover the 18 month period from 1 January 2018 to 30 June 2019. As the financial statements cover an 18 month period, they are not entirely comparable to the previous period which covered 12 months.

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 Group and Parent Company's financial statements on the basis 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 on page 9 when making this assessment the directors have prepared forecasts which consider the expected level of expenditure over 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:

• · Due to the change in the Board, key management and operations of the Group that took place in March 2019, 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 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. Consequently, the Board are satisfied that the risk of unrecorded actual or contingent liabilities is 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 incidence and financial impact is considered low.
• 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 Directors have sought to mitigate this risk by identifying a number of options for funding, including both equity and debt funding solutions. At the timing of issuing this report, the Directors have agreed terms in principle on a key funding line which has been factored into our going concern and viability assessment. However, the completion of the funditional on the successful issuance of a prospectus, an activity which is underway at the time of approving these financial statements.

While the Directors remain satisfied that the assumptions they have used in the Group and Parent Company are a going concern and that the admission of new shares to the London Stock Exchange will be successful, there does remain a fundamental uncertainty around the closing of the key debt facility and the minor uncertainties around the completeness of operational and insurance related liabilities all of which need to be considered when reviewing these financial statements.

1. ACCOUNTING POLICIES (continued)

Basis of consolidation

The Group financial statements consolidate those of the parent company and all of its 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 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.

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

The Group recognises the introduction of IFRS 15 for the accounting period under review and does not consider that it has a material impact on the Group's income. The transition to IFRS 15 was carried out on a cumulative catch up basis.

Revenue represents the fair value of consideration receivable in the period, net of discounts and sales taxes.

Revenue is recognised when it is probable that the economic benefits associated with a transaction will flow to the Group and the amount of revenue and associated costs can be measured reliably. Where the work has been carried out and it is certain that the income is due, appropriate adjustments are made through deferred and accrued income on a percentage of completion basis. Deferred income comprises of income received in advance of the consideration being due and has been included within current liabilities on the basis that the revenue becomes due within 12 months from the balance sheet date. Accrued income includes the value of work performed during the period and where a right to consideration has arisen, which was not invoiced until after the period end.

Interest is recognised, in profit and loss, using the effective-interest rate method.

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 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.

The adjustment in 'Other comprehensive income' arises because of the difference between the value of the assets and liabilities of foreign operations (including goodwill and the fair-value adjustments arising on acquired compared to the value when translated to GBP at exchange rates at the reporting date. The income and expenditure earned and incurred by the Group's overseas operations are translated to GBP at the average exchange rate at the date of each transaction.

Notes to the Financial Statements continued

for the period ended 30 June 2019

1. ACCOUNTING POLICIES (continued)

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 charged 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 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.

Property, plant and equipment

ltems of plant and equipment are initially recognised at cost. As well as purchase price, cost includes directly attributable costs.

Depreciation is provided on all other items of property, plant and equipment, so as to write off their carrying value over their expected useful economic lives. It is provided at the following rates:

Plant & machinery	33% straight line basis
Leasehold improvements	33% straight line basis
Computer hardware	33% straight line basis

Intangible fixed assets

Intangible assets comprise capitalised computer software and 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

CONIC LABS PLC (previously known as Widecells Group

1. ACCOUNTING POLICIES (continued)

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 carring amount and the present value of the estimated future cash flows discounted at the asset's original effective interest rate. I osses 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 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.

Notes to the Financial Statements continued

for the period ended 30 June 2019

1. ACCOUNTING POLICIES (continued)

Cash and cash equivalents

Cash and cash equivalents comprise cash balances and call deposits. These are initially and subsequently recorded at fair value.

Bank overdrafts are shown within loans and borrowings in current liabilities on the statement of financial position.

Financial liabilities

The Group's principal financial liabilities include trade and other payables, finance 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.

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.

For the period under review the convertible loan was drawn down and materially converted by the period end and the equity element has been determined according to the mechanism in the loan note.

Leased assets

Where substantially all of the risks and rewards incidental to the ownership of a leased asset have been transferred to the group, the asset is treated as if it had been purchased outright. The amount initially recognised as an asset is the lower of the fair value of the leased property and the present value of the minimum lease payments payable over the lease. The corresponding lease commitment is shown as a liability. Lease payments are analysed between capital and interest. The interest element is charged to the statement of comprehensive income over the period of the lease and is calculated so that it represents a constant proportion of the lease liability. The capital element reduces the balance owed by the lessor.

Where substantially all of the risks and rewards incidental to ownership are not transferred to the group, the total rentals payable under the lease are charged to the statement of consolidated income on a straight-line basis over the lease term.

1. ACCOUNTING POLICIES (continued)

Share capital

The group's ordinary shares are classified as equity instruments.

Share-based payments

Where equity settled share-based payments are awarded to employees, the fair value of the options at the date of grant is charged to the statement of comprehensive income over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Non-vesting conditions and market vesting conditions are factored into the fair value of the options granted. As along as all other vesting conditions are satisfied, a charge is made irrespective of whether the market vesting conditions are satisfied. The curnulative expense is not adjusted for failure to achieve a market vesting condition or where a non-vesting condition is not satisfied.

Where terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to the statement of consolidated income over the remaining vesting period.

New standards and interpretations not yet adopted

Certain standards, amendments to published standards and interpretations have been issued that are mandatory for accounting periods beginning on or after 1 January 2019 or later periods, but which the Group has not early adopted.

IFRS 16 - Leases

The standard has been developed to provide information to the financial statements on the lease transactions undertaken by the entity, in order for them to assess the amount, timing and uncertainty of cash flows arising from leases. The standard is effective for periods beginning on or after 1 January 2019. On application of the Group will be required to recognise assets and liabilities for all leases with a term of more than 12 months, unless the underlying asset is of low value.

As noted earlier in this annual report the Group has changed its business model and discontinued its legacy operations. As at the balance sheet date the Group already recognises a small number of finance leases but has not identified any material operating leases which would need to be represented under IFRS 16. As the Group rolls out its new business plan, any new leases entered into will be evaluated and accounted for under the criteria set out in IFRS 16.

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:

Potential unrecorded liabilities

Due to the change in the Board and operations of the Group that took place in March 2019, it is possible that there are unrecorded liabilities relating to the previous operations that the Board are not aware of. The Board has undertaken the following steps to reduce the risk of unrecorded liabilities within these financial statements.

The process over the last six months including the publicity around the new business, the discontinuation of the previous business and the funding agreement with the EHGOS facility has had the effect of a number of creditors emerging with claims against the company, and so we are confident there are no unrecorded liabilities. Since the year end, no additional creditors have made a claim against the company and there is nothing to indicate there are any other unrecorded liabilities.

The Board considers that they have reduced the risk of material unrecorded liabilities however it is reasonably possible that outcomes within the next financial year are different and could require material adjustment to the carrying amount of the liabilities recorded in the financial statements.

Notes to the Financial Statements continued

for the period ended 30 June 2019

2. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS (continued)

Impairment of assets

The Board have reviewed the non-current assets that were held by the Group and believe that due to the direction of the Group in the period, the historical assets no longer hold any value in use. The assets held were related purely to the old stem cell research operation and would have no use in the new technology and media business. It was therefore decided to write these assets down to nil value. The impairment charge in the financial statements, which is included in the loss on discontinued operations totalled £629,616.

Operating segments are components of the entity that:

• Engages in business activity from which it earns revenues and incurs expenses;
• · Of which discrete financial information is available;
• · Whose operating results are reviewed regularly by the chief operating decision maker

Until March 2019, the activity of the Group was related to stem cell research. In March 2019, the Group appointed a new Board and the operations of the Group were discontinued and a new operation relating to multi-divisional technology and media commenced. Therefore it is the view of the Board that there are 2 main reportable segments, the discontinued activities and the new, continuing operations.

The results of the continuing operations can be seen in the consolidated income statement, along with Note 4 to the financial statements.

The results of the discontinued operations can be seen in Note 5 to the financial statements.

3. LOSS FROM OPERATIONS

	18 Month
	period ended	Year ended
	30 June	31 December
	2019	2017
	E	E
The loss for the period is stated after charging:
Depreciation	417
Auditors remuneration	42,000
Expenses by nature	E	E
Supplies and external services	83,979
Staff costs	243,506
Total operating expenses	327,485
Depreciation, amortisation and impairment of assets	417
	327,902

STAFF COSTS 4.

	18 Month
	period ended	Year ended 31 December 2017
	30 June
	2019
	E	E
Staff costs (including directors) comprise:
Wages and salaries	1,473,681	900,811
Defined contribution pension cost	53,315	44,427
Benefits		25,149
Social security contributions and similar taxes	144,073	114,152
Share-based payment expense	11,807	120,462
	1,682,876	1,205,001
Less: staff costs relating to discontinued activities	(1.439.370)	(1,205,001)
Staff costs relating to continuing activities	243,506
Employee numbers
The average number of staff employed by the group during the period amounted to:
General and administration	15	17
Less: staff involved in discontinued operations	(8)	(17)
	7

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 Report of the remuneration committee on page 22.

for the period ended 30 June 2019

5. DISCONTINUED OPERATIONS

As reported in Note 3, in March 2019 the Board made the decision to discontinue the stern cell research operations. The operating loss until the date of discontinuation of the operations is summarised as follows:

18 Month
period ended	Year ended
30 June	31 December
2019	2017
E	E
21,081	50,765
(3,472,771)	(2,840,228)
(629,616)
(4,081,306)	(2,789,463)
2.174
(31,747)	(17,264)
(4,110,879)	(2,806,727)
(3,000)	(2,126)
(4,113,879)	(2,808,853)
	(32,798)
(4,113,879)	(2,841,651)

6. FINANCE COSTS

	Period ended 2019 E	Year ended 30 June 31 December 2017 E
Finance costs
Penalties on redemption of convertible loan notes	1,814,563
Interest on finance leases	4,050
Total finance expense	1,818,613

	18 Month
	period ended	Year ended
	30 June	31 December
	2019	2017
	E	F
Current tax
Overseas taxation payable on profits for the year
Total current tax and tax credit

The reason for the difference between the actual tax charge for the standard rate of corporation tax in the United Kingdom applied to losses for the period are as follows:

	18 Month period ended 30 June 2019 E	2017 E
Loss before taxation	(6,260,394)	(2,806,727)
Tax using the parent company's domestic tax rate of 19% (2017: 19.25%)	(1,189,475)	(540,295)
Effects of:
Unrelieved tax losses and other deductions arising in the period	720,478	463,295
Expenses not deductible for taxation purposes	468,997	77,000
Total tax charged in the income statement

The deferred taxation of £1,178,850 (2017: £534,212) attributable to losses arising in the period 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

	18 Month period ended 30 June	Year ended 31 December 2017 E
	2019
	E
Numerator
Loss for the period	(6,260,394)	(2,808,853)
Denominator
Weighted average number of ordinary shares used in basic EPS	282.378,357	59.993.454
Effects of:
Employee share options	2,808,454	3,485,518
Conversion share warrants		205,479
Broker share warrants		727,272
Weighted average number of ordinary shares used in diluted EPS	285,186,811	64,411,723
Basic and diluted loss per share
- continuing operations	(0.01)	0.00
- discontinued operations	(0.01)	(0.05)

Notes to the Financial Statements continued

for the period ended 30 June 2019

9. PROPERTY, PLANT AND EQUIPMENT

GROUP	Plant & £	Leasehold Machinery Improvements E	Computer Hardware E	Total E
Cost
Balance at 1 January 2017	225,708	154,620	27.715	408,043
Additions	119,782	29,130	32,788	181,700
Effect of foreign exchange		2,099	1.445	3,544
Balance at 31 December 2017	345,490	185,849	61,948	593,287
Additions	10,282		21,147	31,429
Balance at 30 June 2019	355,772	185,849	83,095	624,716
Amortisation
Balance at 1 January 2017		10.077	3,068	13,145
Charge for the year	43,868	53,103	16,220	113,191
Effect of foreign exchange		21	339	360
Balance at 31 December 2017	43,868	63,201	19,627	126,696
Charge for the period			417	417
Impairment in the period	311,904	122,648	55,958	490.510
Balance at 30 June 2019	355,772	185,849	76,002	617,623
Carrying amounts
Balance at 30 June 2019			7,093	7,093
Balance at 31 December 2017	301,622	122,648	42,321	466,591

The Board have reviewed the non-current assets that were held by the Group. The assets that were used purely in the discontinued stem cell research operation were deemed to have no vere fully written down. The impairment charge in the financial statements, relating to property, plant and equipment totalled £490,510 and is included in the loss on discontinued operations, within administrative expenses.

9. PROPERTY, PLANT AND EQUIPMENT (continued)

COMPANY	Computer
	Hardware	Total
	E	£
Cost
Balance at 1 January 2017	16,659	16,659
Additions	46,031	46,031
Balance at 31 December 2017	62,690	62,690
Additions	14,231	14,231
Balance at 30 June 2019	76,921	76,921
Amortisation
Balance at 1 January 2017	473	473
Charge for the year	19.740	19,740
Balance at 31 December 2017	20,213	20,213
Charge for the period	417	417
Impairment in period	49,197	49,197
Balance at 30 June 2019	69,828	69,828
Carrying amounts
Balance at 30 June 2019	7,093	7,093
Balance at 31 December 2017	42,477	42,477

10. INTANGIBLE ASSETS

	Total E
software
E
139,106	139,106
139,106	139,106
139.106	139,106
139,106	139,106
139,106	139,106
	Computer

The Board have reviewed the non-current assets that were held by the Group. The assets that were used purely in the r he bourd have renewed the nem serient were deemed to have no value and were fully written down. The impairment discontinued statements, relating to intangible fixed assets totalled £139,106 and is included in the loss on discontinued operations, within administrative expenses.

Notes to the Financial Statements continued

for the period ended 30 June 2019

10. INTANGIBLE ASSETS (continued) GROUP

1000
Entity	Registered	Country of office address incorporation	Nature of business	Notes
WideCells International Limited	Waverley House, 9 Noel Street, London, W1F 8GQ	United Kingdom	Holding company	(c)
WideCells Limited	3 Field Court, Gray's Inn, London, WC1R 5EF	United Kingdom	Trading company	(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	Trading company	(a)
WideAcademy Limited	Waverley House, 9 Noel Street, London, W1F 8GQ	United Kingdom	Trading company	(a)
CellPlan Limited	Waverley House, 9 Noel Street, London, W1F 8GQ	United Kingdom	Holding company	(a)
CellPlan International Lda	Edificio Tower Plaza Rotunda Eng, Edgar Cardoso, no. 23, 11 F, 4400-676 Vila Nova de Gaia, Portugal Portugal		Trading company	(b)
Iconic Labs UK Limited	27/28 Eastcastle Street, London, W1W 8DH	United Kingdom	Trading company	(c)
Iconic Labs IP Limited	27/28 Eastcastle Street, London, W1W 8DH	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

lconic Labs UK Limited was incorporated on 14 June 2019 and Iconic Labs IP Limited was incorporated on 19 June 2019. The companies did not trade in the period ended 30 June 2019.

Since the period end, Widecells Limited has been placed into liquidation.

11. INVENTORIES GROUP

		30 June 31 December
	2019	2017
	E	E
Raw materials and consumables	1	27,850

12. TRADE AND OTHER RECEIVABLE

GROUP	30 June 2019	31 December 2017
	E	ﻟﻴﺎ
Trade receivables		2,029
Other receivables		7,522
Trade and other receivables		9,551
VAT recoverable	15,922	173,703
Total receivables	15,922	183,254

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 2019 and 31 December 2017.

COMPANY	2019	30 June 31 December 2017
	E	E
Amounts due from group companies	-	1,580,016
Other receivables	-	116,756
		1,696,772

13. CASH AND CASH EQUIVALENTS

GROUP	30 June	31 December
	2019 E	2017 E
Cash at bank available on demand	15,694	615,219
Bank overdraft	(97)	(497,178)
Total cash and cash equivalents	15,597	118,041
COMPANY	30 June	31 December
	2019	2017
	E	E
Cash at bank available on demand	4,339
Bank overdraft
Total cash and cash equivalents	4,339

Notes to the Financial Statements continued

for the period ended 30 June 2019

14. SHARE CAPITAL

	30 June 2019			31 December 2017
	Number	E	Number	E
Authorised, allotted and fully paid - classified as equity
Ordinary shares of £0.0025 each	1,399,302,698 3,498,257		64,821,010	162,053
Total	1,399,302,698 3,498,257		64,821,010	162.053

At 1 January 2018, the company had 64,821,010 Ordinary shares of £0.0025 in issue. During the period, the company issued 1,334,481,688 Ordinary shares of £0.0025 as follows:

• · 28 June 2018 68,698,355 shares issued at a premium of 2.75p per shares;
• 26 October 2018 2,500,000 shares issued in respect of a convertible band, at a premium of 0.15p per share;
• 26 October 2018 3,333,333 shares issued in respect of a convertible band, at a premium of 0.5p per share:
• 6 November 2018 2,000,000 shares issued in respect of a convertible band, at par;
• · 12 November 2018 10,000,000 shares issued in respect of a convertible band, at par;
• · 11 March 2019 60,000,000 shares issued in respect of a convertible band, at par;
• · 12 March 2019 80,000,000 shares issued in respect of a convertible band, at par:
• · 18 March 2019 115,000,000 shares issued in respect of a convertible band, at par,
• · 21 March 2019 150,000,000 shares issued in respect of a convertible band, at par,
• · 21 March 2019 19,200,000 shares issued in respect of settlement of outstanding fees with a supplier, at par;
• · 21 March 2019 210,000,000 shares issued, in respect of a convertible bond, at par;
• 2 April 2019 5,000,000 shares issued in respect of settlement of outstanding fees with a supplier, at par;
• 29 April 2019 200,000,000 shares issued, in respect of a conversion of a convertible bond, at par;
• 21 May 2019 100,000,000 shares issued in respect of a conversion of a convertible bond, at par;
• 31 May 2019 108,750,000 shares issued in respect of a convertible bond, at par;
• 19 June 2019 200,000,000 shares issues in respect of a convertible bond, at par.

At 30 June 2019, the company had 1,399,302,698 Ordinary shares of £0.0025 in issue.

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

14. SHARE CAPITAL (continued)

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 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 are recorded as equity.

15. 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

Notes to the Financial Statements continued

for the period ended 30 June 2019

16. TRADE AND OTHER PAYABLES

GROUP	30 June 2019 E	31 December 2017 E
Trade payables
Other payables	831,587	41,605
Accruals	77.100	193.708
Tax and social security	218,061	66,434
Deferred revenue		79
Total	1,736,306	935,536

Book values approximate to fair values at 30 June 2019 and 31 December 2017.

COMPANY	30 June 2019 E	31 December 2017 E
Trade payables	381,749	601,276
Other payables	831,587	91,084
Accruals	77,100	97,229
Tax and social security	204,561	44,216
Total	1,494,997	833,805

Book values approximate to fair values at 30 June 2019 and 31 December 2017.

17. LOANS AND BORROWING

GROUP	2019	30 June 31 December 2017
	E	E
Non-Current
Bank loans	-	66,667
Other loans
Finance leases	11,141	140,884
Total	11,141	207,551

17. LOANS AND BORROWING (continued)

	30 June	31 December 2017 E
	2019 £
Current
Bank overdraft	-	497,178
Bank loans		72,210
Other loans		25,000
Finance leases	68,278	113,321
Directors' loans	-	100,000
Convertible loans		50,000
Total	68,278	857,709

Book values approximate to fair values at 30 June 2019 and 31 December 2017.

Bank loans are repayable over 3 years at a fixed interest rate of 3.98% and secured over the assets held by the group. The bank loan was repaid during the financial year.

During the period, the company issued convertible loan notes totalling £2,700,000. All of the loan notes were converted during the period. Upon conversion the company issued a total of 832,583,333 Ordinary shares of £0.0025 each, at par.

Upon conversion the company incurred penalties totalling £1,814,563. These peralties were settled for the following consideration:

– Issue of a further 409,000,000 Ordinary shares of £0.0025 each, at par; and

• Cash of £1,405,188.

At 30 June 2019, £805,188 was still outstanding and included within trade and other payables.

Finance leases are secured on the relevant assets.

COMPANY	30 June	31 December 2017
	2019
	£	E
Non-Current
Other loans
Finance leases	11,141	113,321
Total	11,141	113,321
	30 June	31 December
	2019	2017
	E	E
Current
Other loans
Bank debt and commercial loans		25,000
Directors' loans		100,000
Finance leases	68,278	140,884
Total	68,278	265,884

Notes to the Financial Statements continued

for the period ended 30 June 2019

18. PROVISIONS

	30 June	31 December
	2019	2017
	E	E
Provisions brought forward
Provision for costs relating to liquidation of subsidiary undertakings	40,000
Provisions carried forward	40,000

As detailed further in the strategic report, the Group has made the decision to cease stern cell research operations. This has led to number of subsidiary undertakings being liquidated post year end. A provision for the anticipated costs of £40,000 relating to the liquidation are included in these financial statements.

19. 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

19. FINANCIAL INSTRUMENTS - RISK MANAGEMENT (continued)

GROUP	2019 E	2017 E
Cash and cash equivalents	15,597	615,219
Trade other receivables		9,551
Total financial assets - amortised cost	15,597	624,770
	2019 £	2017 £
Trade and other payables	1,441,145	675,915
Loans and borrowings	79,419	1,065,260
Total liabilities - amortised cost	1,520,564	1,741,175
COMPANY	2019 £	2017 E
Cash and cash equivalents	4,339
Trade receivables
Total financial assets - amortised cost	4,339
	2019 E	2017 E
Trade and other payables	1,213,336	692,360
Loans and borrowings	79,419	379,205
Total liabilities - amortised cost	1,292,755	1,071,565

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 The Overall Objective of the of the 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 finstrument fails to meet its contractual Creail risk is the first of indifelial (800 to 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 Credit fisk also unises from odenendently rated parties with high credit status are accepted.

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

19. FINANCIAL INSTRUMENTS - RISK MANAGEMENT (continued)

Cash in bank
GROUP	2019	2017
	E	E
Cash held at HSBC - S&P Rating AA	11,444	610,707
Cash held at Santander - S&P rating A	4,153	4,512
Total financial assets	15,597	615,219
COMPANY	2019	2017
	E	E
Cash held at HSBC - S&P Rating AA	4,339
Cash held at Santander - S&P rating A
Total financial assets	4,339

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'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 2019 the group's exposure to foreign exchange risk was not material as the overseas operations had been
discoptinued 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.

19. FINANCIAL INSTRUMENTS - RISK MANAGEMENT (continued)

The following table sets out the contractual maturities (representing undiscounted contractual cash-flows) of financial liabilities:

GROUP	Between 3 and 12 Up to		Between 1 and 2	Between 2 and 5	Over 5
	3 months	months	years	years	years
2019	E	E	E	E	E
Trade and other payables	1.441,145
Finance leases	32,127	36,151	11,141
Total	1,473,272	36,151	11,141
		Between	Between	Between
	Up to	3 and 12	1 and 2	2 and 5	Over 5
	3 months	months	years	years	years
2017	E	€	E	E	E
Trade and other payables	675,915
Bank loans and overdrafts	514,890	53,137	70,749
Finance leases	35,237	88,167	115,359	37,223
Directors' and other loans	114,037	10,963
Convertible loans		54,000
Total	1,340,079	206,267	186,108	37,223

More details in regard to the line items are included in the respective notes:

• Trade and other payables note 16
• Loans and borrowing note 17

At the balance sheet date, the Group had liabilities due for settlement within 3 months of £1,473,272, compared to a cash rk ne balance sheet the aroup have renegotiated repayment terms with suppliers and have arranged a further funding agreement to ensure that operating costs and legacy liabilities can be settled.

Capital risk management

The group monitors capital which 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 me tinesters arsions with providers of both debt and equity capital. The directors regularly review the status of such continutions 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 ir nove of the views of members on certain financing structures and therefore have set an objective to move towards a are undie of the neithed capital structure based on equity capital with one class of shares and conventional long term debt, with no convertible or other similar facilities.

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 on page 16.

At present the directors do not intend to pay dividends but will reconsider the position in future periods, as the group becomes profitable.

for the period ended 30 June 2019

19. FINANCIAL INSTRUMENTS - RISK MANAGEMENT (continued)

Reconciliation of movement in net cash

	Net cash at 1 January 2018 E	Cash flow	Loan notes issued in the period E	Repayment of borrowings activities) E	Loan notes the period E	Repayment of borrowings (continuing converted in (discontinued (discontinued activities) E	New loans in the period activities) E	Other non cash items E	Net cash at 30 June 2019 E
Cash at bank and in hand	118.041	(102.444)							15,597
Borrowings	(1,065,260)		(2,700,000)	88.747	2,700,000	865,172	(326.583)	358,505	(79.419)
Total financial liabilities	(947,219)		(102,444) (2,700,000)	88.747	2,700,000	865.172	(326.583)	358.505	(63,822)

20. RETIREMENT BENEFITS

The group operates a defined contribution pension scheme for the benefit of its employees. The assets of the scheme are to be administered by trustees in funds independent from those of the group. The pension costs charges for each period are 10% for directors and 5% for staff and included in staff costs.

21. SHARE-BASED PAYMENT

The group has issued options over ordinary shares under the Widecells Group Limited 2015 approved Enterprise Incentive scheme. Exercise of an option is subject to continued employment.

The options that existed at the period end are as follows:

	2019 Weighted average exercise		2017 Weighted average exercise
	price	2019	price	2017
	E	Number	E	Number
Outstanding at beginning of accounting period	0.0490	3,610,870	0.0025	2,200,000
Options granted in WideCells Group plc			0.1215	1,410,870
Options cancelled in period	0.0490	(3,610,870)
Outstanding at period end			0.0490	3,610,870

The Black-Scholes valuation model was used setting an implied volatility of 50%, interest rate of 5% and dividend yield of 1%. Each tranche of share options was valued separately using the actual exercise price. The Group recognised total expenses of £11,807 and £120,462 related to share based payment transactions in 2019 and 2017 respectively. The expense is included in the results of discontinued operations.

21. SHARE-BASED PAYMENT(continued)

The directors' interests in the share options are as follows:

	Outstanding at		Outstanding at
	1 January 2018 (Number)	Granted in period (Number)	Cancelled in period (Number)	30 June 2019 (Number)
Peter Hollands	1,600,000		(1,600,000)
David Bridgland	1,200,000	1	(1,200,000)
Marilyn Orcharton	270,290		(270,290)
Alan Greenberg	540.580		(540,580)
	3,610,870		(3,610,870)

22. LEASES

Finance Leases

The group is leasing the more expensive pieces of laboratory equipment for the stem cell processing and storage facility in Manchester. These finance leases are over 3 years and the future payments are as follows:

GROUP	Minimum lease		Present value
	payments	Interest
2019	E	E	E
Not later than one year	70,978	2,700	68,278
Between one year and five years	11,773	632	11,141
Later than five years
	82,751	3,332	79,419
Current liabilities			68,278
Non-current liabilities			11,141

2017	Minimum lease payments €	Interest £	Present value E
Not later than one year	123,404	10,083	113,321
Between one year and five years	152,582	11,698	140,884
Later than five years
	275,986	21,781	254,205
Current liabilities			113,321
Non-current liabilities			140,884

Notes to the Financial Statements continued

for the period ended 30 June 2019

22. LEASES (continued)

COMPANY	Minimum
	lease		Present
	payments	Interest	value
2019	E	E	E
Not later than one year	70,978	2,700	68,278
Between one year and five years	11,773	632	11,141
Later than five years
	82,751	3,332	79,419
Current liabilities			68,278
Non-current liabilities			11,141
	Minimum
	lease		Present
	payments	Interest	value
2017	E	E	E

2017	E	E	E
Not later than one year	123,404	10,083	113,321
Between one year and five years	152,582	11,698	140,884
Later than five years
	275,986	21,781	254,205
Current liabilities			113,321
Non-current liabilities			140,884

Operating leases

The group had commitments under non-cancellable operating leases as set out below:

	2019 Property E	2019 Equipment E	2017 Property E	2017 Equipment E
Not later than one year			82,882	587
Between one year and five years			41,261	587
Later than five years
			124,143	1,174

From 1 January 2019, the Group will adopt IFRS 16 – Leases. On application of the company will be required to recognise assets and liabilities for all leases with a term of more than 12 months, unless the underlying asset is of low value,

The effect of the implementation of the standard has not yet been fully documented by the directors, however no significant impact is expected for the Group.

23. CAPITAL COMMITMENTS

The group had no capital commitments at 30 June 2019 or 31 December 2017.

24. RELATED PARTY TRANSACTIONS

Details of directors' remuneration are given in the Remuneration Report.

At 1 January 2018, the previous directors of the company had loaned £100,000 to the company. During the period, the company was loaned a further £330,325 by the previous directors and £158,832 was repaid to the previous directors. The company also loaned £34,658 to the previous directors. Upon resignation of directors in question confirmed that they had no outstanding claims against the Group and therefore the balances owed to them at the date of their resignation have been written off to the income statement in the 2019 financial period.

The company received £2,166 interest on loans that it provided to the directors in the period. The company also paid £2,150 of interest to directors.

Vivian Andrade, Joao Andrade's wife, received £1,987 (2017 - £2,655) of professional fees for providing the services of Quality Manager to WideCells Portugal SA. Enil (2017 - Enil) was due to Vivian Andrade at the period end.

Luis Andrade, Joao Andrade's brother, received £6,001 (2017 - £6,049) of professional fees for providing the services of Group IT Manager to Iconic Labs plc. Enil (2017 - Enil) was due to Luis Andrade at the period end.

There are no other related party transactions.

25. CONTINGENT LIABILITIES

The group had no contingent liabilities at 30 June 2019 or 31 December 2017.

26. POST BALANCE SHEET EVENTS

On 4 September 2019, Widecells Limited appointed liquidators in order for the company to be voluntarily wound up.

On 21 November 2019, Widecells Espana appointed liquidate and dissolve Widecells Espana.

On 5 September 2019, the Group acquired 24% of the issued share capital of Student Media Ventures Limited, upon incorporation of the company. The cost of the share capital acquired was £24, being the nominal value of the shares issued. Student Media Ventures Limited was incorporated in September 2019 and has no liabilities.

On 9 September 2019, the Group acquired 100% of the issued share capital of Nuuco Media Limited. The company had not traded prior to acquisition. The cost of the share capital acquired was £100, being the nominal value of the shares issued. Nuuco Media Limited was incorporated in November 2018 and has no liabilities. As part of the acquisition, Iconic Labs IP Limited also acquired the IP of Gay Star News.

On 10 September 2019, the Group acquired 24% of the issued share capital of Medium Channel Media Limited, upon incorporation of the company. The cost of the share capital acquired was £24, being the nominal value of the shares issued.

The acquisitions were part of the Company's strategy to build critical mass and in particular expand its proprietary targeted distribution channels that can be utilised under the Iconic Labs brand offering,

27. ULTIMATE CONTROLLING PARTY

The directors do not consider that there is an ultimate controlling party of the group.

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