THEOPENLAB&CO LIMITED - Limited company accounts 20.1

REGISTERED NUMBER: 11366320 (England and Wales)

Report of the Director and

Audited

Consolidated Financial Statements

for the Year Ended 31 December 2020

for

THEOPENLAB&CO LIMITED

Page

Company Information

1

Report of the Director

2

Report of the Independent Auditors

4

Consolidated Income Statement

8

Consolidated Statement of Financial Position

9

Company Statement of Financial Position

10

Consolidated Statement of Changes in Equity

11

Company Statement of Changes in Equity

12

Notes to the Consolidated Financial Statements

13

DIRECTOR:

D J Broadley

REGISTERED OFFICE:

16-18 Beak Street

London

W1F 9RD

REGISTERED NUMBER:

11366320 (England and Wales)

SENIOR STATUTORY AUDITOR:

Susan Ambrose FCCA FCA

AUDITORS:

Butt Miller

Chartered Accountants and Statutory Auditor

92 Park Street

Camberley

Surrey

GU15 3NY

LEADING ADVISORS:

KPMG

15 Canada Square

Canary Wharf

London

E14 5GL

The director presents his report with the financial statements of the company and the group for the year ended 31 December 2020.

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of providing innovation for its clients through creative business consulting, mobile, digital and content development, software and technology, experience production, operations and delivery.

REVIEW OF BUSINESS

The director is pleased with the financial results for the year ended 31 December 2020, showing another strong financial performance across the 12-month period.

The group's turnover for 2019-20 was £3,656,662, an increase of 31% on last year figures.

During 2020/21 the group has invested further into the infrastructure, talent, business development and its internal systems and processes resulting in further significant profitable sales growth during a year of global uncertainty.

The director will continue to invest heavily in strengthening relationships with his clients and industry partners, as well as the continued investment in staff to deliver excellence and build on the group's global reputation.

These improvements, alongside a strong balance sheet, provide the group with a platform for consistency, growth and ultimately ensure the group is well placed to meet our clients global aspirations.

The Covid-19 pandemic provided challenges to the business, mainly in the form of delaying operations and restricting travel. However, due to the founding principals of the organisation, the group is designed to be open to thrive in uncertainty and change. The group has managed to successfully navigate many of the challenges that face high growth business, made adaptations quickly and proved to be very resilient.

DIRECTOR

D J Broadley held office during the whole of the period from 1 January 2020 to the date of this report.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the director is required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable him to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

D J Broadley - Director

29 September 2021

Opinion

We have audited the financial statements of THEOPENLAB&CO LIMITED (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2020 which comprise the Consolidated Income Statement, Consolidated Statement of Financial Position, Company Statement of Financial Position, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity 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 United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31 December 2020 and of the group's profit for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report.

Other information

The director is responsible for the other information. The other information comprises the information in the Report of the Director, but does not include the financial statements and our Report of the Auditors 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 this gives rise to a material misstatement in the financial statements themselves. 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

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Director has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Report of the Director.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-	the parent company financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of director's remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit; or

-	the director was not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Group Strategic Report or in preparing the Report of the Director.

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page two, the director is 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 director determines 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 director is responsible for assessing the group's and the 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 director either intends to liquidate the group or the parent company or to cease operations, or has no realistic alternative but to do so.

Auditors' 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 a Report of the Auditors 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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:

- The nature of the industry and sector the company is in, its control environment and business performance including the design of the company's policies, key drivers for directors’ remuneration and staff bonus levels;

- Results of our enquiries of management about their own identification and assessment of the risks of irregularities;

- Any matters we identified having obtained and reviewed the company's documentation of their policies and procedures relating to:

- identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance;

- detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;

- the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations;

- The matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.

As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.

Our procedures to respond to risks identified included the following:

- Enquiries of management and staff concerning actual and potential litigation claims along with any instances of non-compliance with laws.

- Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

- Obtaining an understanding of provisions and holding discussions with management to understand the basis of recognition or non-recognition of provisions; and

- Considering the risk of fraud through management override of controls; testing the appropriateness of journal entries and other adjustments; checking internal control procedures are being followed as per the company's policies and assessing suitability; assessing the judgements made in making accounting estimates; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

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 Report of the Auditors.

Other matters which we are required to address

The prior period's consolidated financial statements were unaudited, therefore the comparative figures presented in the current year's financial statements are unaudited.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors 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.

Susan Ambrose FCCA FCA (Senior Statutory Auditor)

for and on behalf of Butt Miller

Chartered Accountants and Statutory Auditor

92 Park Street

Camberley

Surrey

GU15 3NY

30 September 2021

TURNOVER

3,656,662

2,799,064

Cost of sales

(2,090,689

)

(1,048,083

)

GROSS PROFIT

1,565,973

1,750,981

Administrative expenses

(604,901

)

(403,859

)

OPERATING PROFIT

961,072

1,347,122

Interest receivable and similar income

1,131

9

PROFIT BEFORE TAXATION

962,203

1,347,131

Tax on profit

(143,941

)

(219,835

)

PROFIT FOR THE FINANCIAL YEAR

818,262

1,127,296

Profit attributable to:

Owners of the parent

818,262

1,127,296

FIXED ASSETS

Intangible assets

5

4,910

-

Tangible assets

6

92,185

35,196

Investments

7

-

-

97,095

35,196

CURRENT ASSETS

Stocks

8

6,806

56,213

Debtors

9

1,383,190

2,033,060

Cash at bank

788,181

1,501

2,178,177

2,090,774

CREDITORS

Amounts falling due within one year

10

(905,699

)

(984,259

)

NET CURRENT ASSETS

1,272,478

1,106,515

TOTAL ASSETS LESS CURRENT LIABILITIES

1,369,573

1,141,711

CAPITAL AND RESERVES

Called up share capital

1,000

1,000

Retained earnings

1,368,573

1,140,711

1,369,573

1,141,711

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the director and authorised for issue on 29 September 2021 and were signed by:

D J Broadley - Director

FIXED ASSETS

Intangible assets

5

4,910

-

Tangible assets

6

54,929

35,196

Investments

7

10,999

10,999

70,838

46,195

CURRENT ASSETS

Stocks

8

6,805

56,213

Debtors

9

1,419,930

1,756,093

Cash at bank

365,442

1,501

1,792,177

1,813,807

CREDITORS

Amounts falling due within one year

10

(870,163

)

(893,378

)

NET CURRENT ASSETS

922,014

920,429

TOTAL ASSETS LESS CURRENT LIABILITIES

992,852

966,624

CAPITAL AND RESERVES

Called up share capital

1,000

1,000

Retained earnings

991,852

965,624

992,852

966,624

Company's profit for the financial year

616,628

952,209

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the director and authorised for issue on 29 September 2021 and were signed by:

D J Broadley - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2019

1,000

13,415

14,415

Changes in equity

Total comprehensive income

-

1,127,296

1,127,296

Balance at 31 December 2019

1,000

1,140,711

1,141,711

Changes in equity

Dividends

-

(590,400

)

(590,400

)

Total comprehensive income

-

818,262

818,262

Balance at 31 December 2020

1,000

1,368,573

1,369,573

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2019

1,000

13,415

14,415

Changes in equity

Total comprehensive income

-

952,209

952,209

Balance at 31 December 2019

1,000

965,624

966,624

Changes in equity

Dividends

-

(590,400

)

(590,400

)

Total comprehensive income

-

616,628

616,628

Balance at 31 December 2020

1,000

991,852

992,852

1.	STATUTORY INFORMATION

THEOPENLAB&CO LIMITED is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Basis of consolidation

The consolidated accounts incorporate the accounts of all subsidiary undertakings made up to the statement of financial position date prepared in accordance with the group's accounting policies.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The

Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party

transactions with wholly owned subsidiaries within the group.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Revenue recognised as amounts recoverable on long-term contacts is shown within accrued income in these accounts, and is recognised on a individual basis as activity progresses in accordance with the substance of each contract, when the stage of completion can be estimated reliably. The stage of completion is estimated using a range of factors, including costs incurred, amounts already recognised under the contract, and estimated costs to completion.

Computer software

Computer software, being the amount paid in connection with the software purchased in 2020, is being amortised at an annual rate of 33% on cost, over its estimated useful life.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Short leasehold

-

Over the remaining period of the lease

Plant and machinery

-

20% on cost

Fixtures and fittings

-

33.33% on cost

Computer equipment

-

33.33% on cost

Work in progress

Work in progress is recognised in respect of costs incurred which are yet to be utilised in the performance of

revenue-earning contracts.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Operating leases

Rentals paid under operating leases are charged to the Consolidated Income Statement on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

The parent company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to the Consolidated Income Statement in the period to which they relate.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 7 (2019 - 3 ) .

4.	INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.

5.	INTANGIBLE FIXED ASSETS

Group

Other

intangible

assets

£

COST

Additions

6,999

At 31 December 2020

6,999

AMORTISATION

Charge for year

2,089

At 31 December 2020

2,089

NET BOOK VALUE

At 31 December 2020

4,910

Company

Other

intangible

assets

£

COST

Additions

6,999

At 31 December 2020

6,999

AMORTISATION

Charge for year

2,089

At 31 December 2020

2,089

NET BOOK VALUE

At 31 December 2020

4,910

6.	TANGIBLE FIXED ASSETS

Group

Fixtures

Short

Plant and

and

Computer

leasehold

machinery

fittings

equipment

Totals

£

£

£

£

£

COST

At 1 January 2020

-

480

1,500

40,386

42,366

Additions

13,735

-

17,241

57,251

88,227

At 31 December 2020

13,735

480

18,741

97,637

130,593

DEPRECIATION

At 1 January 2020

-

39

91

7,040

7,170

Charge for year

2,777

96

2,517

25,848

31,238

At 31 December 2020

2,777

135

2,608

32,888

38,408

NET BOOK VALUE

At 31 December 2020

10,958

345

16,133

64,749

92,185

At 31 December 2019

-

441

1,409

33,346

35,196

Company

Fixtures

Plant and

and

Computer

machinery

fittings

equipment

Totals

£

£

£

£

COST

At 1 January 2020

480

1,500

40,386

42,366

Additions

-

-

42,067

42,067

At 31 December 2020

480

1,500

82,453

84,433

DEPRECIATION

At 1 January 2020

39

91

7,040

7,170

Charge for year

96

495

21,743

22,334

At 31 December 2020

135

586

28,783

29,504

NET BOOK VALUE

At 31 December 2020

345

914

53,670

54,929

At 31 December 2019

441

1,409

33,346

35,196

7.	FIXED ASSET INVESTMENTS

Company

Shares in

group

undertakings

£

COST

At 1 January 2020

and 31 December 2020

10,999

NET BOOK VALUE

At 31 December 2020

10,999

At 31 December 2019

10,999

The group or the company's investments at the Statement of Financial Position date in the share capital of companies include the following:

Subsidiary

OpenLab Marketing Management LLC

Registered office: Office 407A Floor F, Building 7, Dubai Design District, Dubai, United Arab Emirates

Nature of business: Events organising & managing

%

Class of shares:

holding

Ordinary

100.00

2020

2019

£

£

Aggregate capital and reserves

409,765

201,727

Profit for the year

208,632

181,204

The parent company directly owns 49% of the subsidiary, and indirectly holds 51% via a separate entity which holds the shares as nominee for the parent company. The parent company has full control of the subsidiary and is entitled to 100% of its profit, dividend and net assets.

8.

STOCKS

Group

Company

2020

2019

2020

2019

£

£

£

£

Work in progress

6,806

56,213

6,805

56,213

9.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group

Company

2020

2019

2020

2019

£

£

£

£

Trade debtors

989,808

1,312,555

456,885

1,312,555

Amounts owed by group undertakings

-

-

600,633

183,688

Other debtors

26,616

-

720

-

Director's current account

111,773

-

111,773

-

VAT

11,774

138,806

28,525

138,097

Accrued income

201,252

566,480

201,252

106,534

Prepayments

41,967

15,219

20,142

15,219

1,383,190

2,033,060

1,419,930

1,756,093

10.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group

Company

2020

2019

2020

2019

£

£

£

£

Trade creditors

210,376

194,964

192,667

185,204

Tax

146,767

223,400

146,767

223,400

Social security and other taxes

5,796

4,588

5,796

4,588

Other creditors

2,410

577

-

577

Director's current account

-

277,879

-

277,879

Accruals

540,350

282,851

524,933

201,730

905,699

984,259

870,163

893,378

11.	LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group

Non-cancellable operating

leases

2020

2019

£

£

Within one year

52,974

116,159

Company

Non-cancellable operating

leases

2020

2019

£

£

Within one year

25,767

60,123