TheOpenLabsGlobal Ltd - Limited company accounts 23.2

REGISTERED NUMBER: 13043421 (England and Wales)

Report of the Director and

Consolidated Financial Statements

for the Year Ended 31 December 2022

for

TheOpenLabsGlobal Ltd

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:

1 Minster Court

Tuscam Way

Camberley

Surrey

GU15 3YY

BUSINESS ADDRESS:

LABS Hawley Wharf

1 Water Lane

London

NW1 8NZ

REGISTERED NUMBER:

13043421 (England and Wales)

SENIOR STATUTORY AUDITOR:

Susan Ambrose FCA FCCA

AUDITORS:

Butt Miller

Chartered Accountants and Statutory Auditor

1 Minster Court

Tuscam Way

Camberley

Surrey

GU15 3YY

LEADING ADVISERS:

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 2022.

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 2022, showing another strong financial performance across the 12-month period.

The group's turnover for 2022 was £8,258,941. Net assets have increased by 18% to £2,720,016.

The group has continued to invest in the infrastructure, talent, business development and its internal systems and processes, resulting in further profitable sales during another 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 group is designed to be open to thrive in uncertainty and change, and as a result has managed to successfully navigate many of the challenges that business in this industry face whilst proving to remain agile and resilient. This will be heightened in 2023 and beyond as global uncertainty makes way for challenging economic conditions.

2022 saw the completion of the Expo contract which has largely driven the growth over the past 3 years. The successful fulfilment of this has allowed the management team to focus on the next phase of developing diverse innovative creative client relationships in markets and services as opportunities present themselves on the back of the success of Expo 2020.

DIRECTOR

D J Broadley held office during the whole of the period from 1 January 2022 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

22 May 2023

Opinion

We have audited the financial statements of TheOpenLabsGlobal Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2022 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 2022 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.

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.

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, 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 or intentional misrepresentations, or through collusion.

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 FCA FCCA (Senior Statutory Auditor)

for and on behalf of Butt Miller

Chartered Accountants and Statutory Auditor

1 Minster Court

Tuscam Way

Camberley

Surrey

GU15 3YY

22 May 2023

TURNOVER

8,258,941

9,410,476

Cost of sales

(6,211,616

)

(6,826,708

)

GROSS PROFIT

2,047,325

2,583,768

Administrative expenses

(856,507

)

(993,079

)

OPERATING PROFIT

1,190,818

1,590,689

Interest receivable and similar income

2,879

1,490

1,193,697

1,592,179

Interest payable and similar expenses

(1,389

)

(1,204

)

PROFIT BEFORE TAXATION

1,192,308

1,590,975

Tax on profit

(104,182

)

(229,575

)

PROFIT FOR THE FINANCIAL YEAR

1,088,126

1,361,400

Profit attributable to:

Owners of the parent

1,088,126

1,361,400

FIXED ASSETS

Intangible assets

5

290

2,600

Tangible assets

6

52,166

96,239

Investments

7

-

-

52,456

98,839

CURRENT ASSETS

Stocks

8

-

26,682

Debtors

9

3,367,207

2,592,642

Cash at bank

851,638

1,346,338

4,218,845

3,965,662

CREDITORS

Amounts falling due within one year

10

(1,551,285

)

(1,761,411

)

NET CURRENT ASSETS

2,667,560

2,204,251

TOTAL ASSETS LESS CURRENT LIABILITIES

2,720,016

2,303,090

CAPITAL AND RESERVES

Called up share capital

1,000

1,000

Retained earnings

2,719,016

2,302,090

2,720,016

2,303,090

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 22 May 2023 and were signed by:

D J Broadley - Director

FIXED ASSETS

Intangible assets

5

-

-

Tangible assets

6

-

-

Investments

7

11,683

11,683

11,683

11,683

CREDITORS

Amounts falling due within one year

10

(10,683

)

(10,683

)

NET CURRENT LIABILITIES

(10,683

)

(10,683

)

TOTAL ASSETS LESS CURRENT LIABILITIES

1,000

1,000

CAPITAL AND RESERVES

Called up share capital

1,000

1,000

1,000

1,000

Company's profit for the financial year

671,200

368,000

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 22 May 2023 and were signed by:

D J Broadley - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 25 November 2020

-

1,368,573

1,368,573

Changes in equity

Issue of share capital

1,000

-

1,000

Dividends

-

(417,200

)

(417,200

)

Total comprehensive income

-

1,350,717

1,350,717

Balance at 31 December 2021

1,000

2,302,090

2,303,090

Changes in equity

Dividends

-

(671,200

)

(671,200

)

Total comprehensive income

-

1,088,126

1,088,126

Balance at 31 December 2022

1,000

2,719,016

2,720,016

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Changes in equity

Issue of share capital

1,000

-

1,000

Dividends

-

(368,000

)

(368,000

)

Total comprehensive income

-

368,000

368,000

Balance at 31 December 2021

1,000

-

1,000

Changes in equity

Dividends

-

(671,200

)

(671,200

)

Total comprehensive income

-

671,200

671,200

Balance at 31 December 2022

1,000

-

1,000

1.	STATUTORY INFORMATION

TheOpenLabsGlobal Ltd 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.

The prior period of TheOpenLabsGlobal Ltd was the first since incorporation and as such was slightly longer than a year. As a result the accounts, including the notes, are not entirely comparable.

The comparative consolidated figures of the subsidiaries relate to the year ended 31 December 2021.

Basis of consolidation

On 25 November 2020 the company acquired the share capital of THEOPENLAB&CO LTD as a group reconstruction. This has been accounted for using the merger accounting method.

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

Office equipment

-

20% on cost

Fixtures and fittings

-

30% on reducing balance

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

THEOPENLAB&CO LIMITED operates a defined contribution pension scheme as well as contributing to personal pension schemes. Contributions 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 1 (2021 - 1 ) .

The above figures relate to the parent company only. The average number of employees for the group was 12 (2021: 13).

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

At 1 January 2022

and 31 December 2022

6,999

AMORTISATION

At 1 January 2022

4,399

Charge for year

2,310

At 31 December 2022

6,709

NET BOOK VALUE

At 31 December 2022

290

At 31 December 2021

2,600

6.	TANGIBLE FIXED ASSETS

Group

Fixtures

Short

Office

and

Computer

leasehold

equipment

fittings

equipment

Totals

£

£

£

£

£

COST

At 1 January 2022

13,857

480

20,855

146,513

181,705

Exchange differences

1,652

-

2,306

6,828

10,786

At 31 December 2022

15,509

480

23,161

153,341

192,491

DEPRECIATION

At 1 January 2022

8,345

231

6,828

70,062

85,466

Charge for year

5,167

96

4,027

42,135

51,425

Exchange differences

994

-

685

1,755

3,434

At 31 December 2022

14,506

327

11,540

113,952

140,325

NET BOOK VALUE

At 31 December 2022

1,003

153

11,621

39,389

52,166

At 31 December 2021

5,512

249

14,027

76,451

96,239

7.	FIXED ASSET INVESTMENTS

Company

Shares in

group

undertakings

£

COST

At 1 January 2022

and 31 December 2022

11,683

NET BOOK VALUE

At 31 December 2022

11,683

At 31 December 2021

11,683

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

Subsidiaries

THEOPENLAB&CO LIMITED

Registered office: 1 Minster Court, Tuscam Way, Camberley, Surrey GU15 3YY

Nature of business: Events organising & managing

%

Class of shares:

holding

Ordinary

100.00

2022

2021

£

£

Aggregate capital and reserves

1,183,850

1,499,158

Profit for the year/period

355,892

923,506

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

2022

2021

£

£

Aggregate capital and reserves

1,569,387

835,869

Profit for the year/period

633,919

422,382

THEOPENLAB&CO LIMITED directly owns 49% of OpenLab Marketing Management LLC, and indirectly holds 51% via a separate entity which holds the shares as nominee for OpenLab Marketing Management LLC. OpenLab Marketing Management LLC has full control of the subsidiary and is entitled to 100% of its profit, dividend and net assets.

TheOpenLab USA, Inc.

Registered office: 1013 Centre Road, Suite 403-B, Wilmington, Deleware 19805, New Castle County

Nature of business: Management Consultancy Services

%

Class of shares:

holding

Common stock

100.00

The parent company holds 1,000 $0.0001 shares of Common stock. The company has not yet started to trade.

TheOpenLab SG Pte. Ltd

Registered office: 144 Robinson Road, 19-01 Robinson Square, Singapore (068908)

Nature of business: Management Consultancy Services

%

Class of shares:

holding

Ordinary

100.00

2022

2021

£

£

Aggregate capital and reserves

548

548

8.

STOCKS

Group

2022

2021

£

£

Work in progress

-

26,682

9.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group

2022

2021

£

£

Trade debtors

2,542,801

2,291,868

Other debtors

75,879

20,901

Director's current account

242,510

47,324

VAT

-

29,931

Accrued income

435,734

149,411

Prepayments

70,283

53,207

3,367,207

2,592,642

10.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group

Company

2022

2021

2022

2021

£

£

£

£

Trade creditors

1,001,636

452,659

-

-

Amounts owed to group undertakings

-

-

10,683

10,683

Tax

95,413

225,793

-

-

Social security and other taxes

2,946

5,786

-

-

VAT

12

-

-

-

Other creditors

3,503

2,938

-

-

Pension payable

-

320

-

-

Accruals and deferred income

447,775

1,073,915

-

-

1,551,285

1,761,411

10,683

10,683

11.	LEASING AGREEMENTS

Minimum lease payments fall due as follows: