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2022-12-31-accounts

Tres Cantos Open Lab Foundation

ANNUAL REPORT AND FINANCIAL STATEMENTS

for the year ended 31 December 2022

Company Registration No. 07301222 Charity Registration No. 1142577

Tres Cantos Open Lab Foundation DIRECTORS AND OFFICERS

DIRECTORS

Audra Jane Halsey Professor Carl Francis Nathan Professor Alan Fairlamb Ken Duncan

COMPANY NUMBER

07301222

REGISTERED CHARITY NUMBER

1142577

REGISTERED OFFICE

Third Floor, One London Square Cross Lanes Guildford Surrey GU1 1UN

AUDITOR

RSM UK Audit LLP 25 Farringdon Street London EC4A 4AB

BANKERS

HSBC Bank Plc Global Banking and Markets Level 23 8 Canada Square London E14 5HQ

Page 1

Tres Cantos Open Lab Foundation DIRECTORS’ REPORT

The Directors submit their report and the audited financial statements of the Tres Cantos Open Lab Foundation (“TCOLF”) for the year ended 31 December 2022.

The financial statements have been prepared in accordance with the accounting policies set out in the notes to the accounts and comply with the Charity’s governing document, the Charities Act 2011, the Companies Act 2006 and Accounting and Reporting by Charities: Statement of Recommended Practice applicable to charities preparing their accounts in accordance with the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS102) effective 1 January 2019.

REFERENCE AND ADMINISTRATIVE DETAILS

Reference and administrative details of the Charity, including details of its Directors (who are also the Charity Trustees) and its Advisers are given on page 1.

STRUCTURE, GOVERNANCE AND MANAGEMENT

Governing Document and Constitution

Tres Cantos Open Lab Foundation is a company limited by guarantee (Company Number 07301222) incorporated on 1 July 2010 and registered as a charity in England and Wales on 24 June 2011, number 1142577.

The Tres Cantos Open Lab Foundation was established under a Memorandum of Association that established its objects and powers and is governed under its Articles of Association as updated on 10 November 2016.

Directors

The Directors (who are also the Trustees of the Charity) during the period were as follows: Professor Alan Fairlamb Professor Carl Francis Nathan Audra Jane Halsey Ken Duncan (Appointed 15 May 2022)

The Directors are advised by a Governing Board (GB) formed of renowned scientists worldwide.

Third party indemnity provision for Directors

Qualifying third party indemnity provision is in place for the benefit of all Directors of the company. Insurance cover has been contracted to cover any unplanned costs incurred due to negligence or damage.

Methods for Recruiting and Appointing New Directors

Following advice and consent by the Governing Board members, new Directors of the Charity, in accordance with the Articles of Association, are appointed by its sole member, Glaxo Group Limited (GGL). GGL is a subsidiary of GlaxoSmithKline (GSK). GSK action the official appointment at the Charities Commission and at Companies House. Diversity is a key criterion for election of the new members. There is no time limit on the length of service for the Directors due to the unique nature of the Charity. Membership of the Governing Board has a limit of 2 terms each lasting 3 years.

Policies for the Induction and Training of Directors

New Directors are provided with information from the Charity Commission regarding their duties as Directors of the TCOLF and are kept informed of any regulatory updates as and when required in the form of the circulation of information from the Charity Commission or third-party advisers. Additional training is provided if needed on an ad-hoc basis.

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Tres Cantos Open Lab Foundation DIRECTORS’ REPORT

Objects and aims of the charity for the public benefit

The principal objects and aims of TCOLF are to fund and otherwise support research at, or in collaboration with, GSK for the treatment and/or prevention of diseases of the developing world (as defined in the Articles of Association), and the dissemination of the useful results of that research.

TCOLF is committed to helping transform the process of drug discovery for diseases of the developing world. TCOLF’s funding and support aims to enable researchers to work in an open environment where the wider sharing of ideas and findings will drive collaborative innovation.

Organisation Structure and Decision Making

The Directors shall manage the business of the Charity and may exercise all the powers of the Charity unless they are subject to any restrictions imposed by the Companies Act, the Articles or any special resolution.

High-level decision making is made by the TCOLF Governing Board, formed by renowned scientists worldwide, including its appointed Directors. The members of the Board evaluate the funding applications and provide advice on the programme development and progress towards objectives. The management and control of the activity is conducted in regular meetings, supported with four-monthly progress reports. The Board meets usually two to three times a year, followed by a Directors’ meeting to ratify the Board decisions including the Annual General meeting (AGM).

Operational and finance support is provided by the GSK Open Lab team (2.22 FTEs during 2022, 2.71 during 2021) with responsibility for the day-to-day coordination and management including projects set up, portfolio progress monitoring and finance control.

The GSK team also provides regular reporting (scientific and financial) to the Directors and Governing Board for review.

Relationships with Other Organisations

TCOLF co-operates with several organisations in pursuit of its charitable objectives. These include GSK and the various Open Lab project grantees.

As explained above, GSK provides operational and finance support to the Charity free of charge. The value of these services is recognised as donated services in kind in the Statement of Financial Activities.

A Director of the Charity, Audra Halsey, is also an employee of GSK.

Objectives for the year to 31 December 2022

The objectives for the year were to carry on identifying and ensure the smooth implementation of 4-6 new highquality projects suitable for Open Lab collaboration.

Significant Activities in the year

Strategic priorities

During the June 2022 Board meeting, new areas where the Open Lab model could continue impacting the field of endemic infectious diseases were reviewed. The Board agreed on:

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Tres Cantos Open Lab Foundation DIRECTORS’ REPORT

These new areas are in-addition to current areas of interest and not replacing any of them. No changes in the operative model were discussed.

How the strategic priorities will be realised

Project selection:

Project implementation and operative model:

Sustainable funding:

To identify and develop sustainable funding sources by exploring novel partnership with other funding agencies or stakeholders active in the endemic infectious diseases field.

Key areas of interest

After evaluation of the current trends in the field, the scientific opportunity, and the trend in submissions during the previous years, the following section describes the proposed focus areas within each of the disease areas (including what could be potentially game changing opportunities) where TCOLF investment could make a significant impact.

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Tres Cantos Open Lab Foundation DIRECTORS’ REPORT

Gut health

Kinetoplastids mediated diseases

TCOLF has invested in 3 kinetoplastids parasites: Trypanosome brucei, Trypanosome cruzi and Leishmania donovani . The new epidemiological data and the fact that a novel oral treatment for HAT was approved in 2018 preclude further investment in this disease.

Malaria

A relatively unexplored aspect on malaria research are the non-erythrocytic stages of the parasite. Currently there is a knowledge gap in the antimalarial community to effectively support drug discovery efforts in these stages. In particular, the development of translational biological assay platforms as well as identification of new chemical diversity inhibiting liver stages are areas where TCOLF envisages high impact.

Tuberculosis

50% of 2010-2018 funding has been focused on this disease. The high-burden and the scientific opportunity endorses the continuation of the TCOLF commitment to support drug discovery on this disease with a similar level of budget allocation.

Research areas include:

Performance in the year

Disease Project title TCOLF grantee Project status
TB Therapeutic exploitation of
autophagy modulators		 The University of
Texas Medical
Branch		 Started in
2022

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Tres Cantos Open Lab Foundation DIRECTORS’ REPORT

Chagas Deconvoluting the mode of action
of a suite of novel antimanials-
GCFR		 Global Network for
Neglected Tropical
Diseases		 Started in
2022
Malaria Malaria Lead Discovery Engine: A
Fast track approach to identify
novel antimalarial chemical classes
with multi-stage activity		 University of
California, San
Diego		 Ongoing 2022
Malaria Addressing drug resistance in
chemo prophylaxis		 Harvard T.H. Chan
School of Public
Health		 Ongoing 2022
Gut health Tebipenem-pivoxil as an alternative
to ceftriaxone for clinically non-
respondingchildren with shigellosis		 International Centre
for Diarrhoeal
Disease Research		 Ongoing 2022
TB DnaJ-DnaK-GrpE complex as a
selective drug target in
Mycobacterium tuberculosis		 Rhodes University Ongoing 2022
Gut health Development of a Drug Discovery
Platform Targeting Salmonella
Typhimurium Persister Cells		 University of
Dundee		 Ongoing 2022
TB Studies on Nucleophilic Cysteine
Enzymes Involved in Bacterial Cell
Wall Biosynthesis- iCASE		 Oxford University Ongoing 2022
Malaria Antimalarial drug discovery
targeting pre-erythrocytic stages of
Plasmodium falciparum		 University of South
Florida (USF),
WRAIR and NIH		 Ongoing 2022
TB Optimisation of a screen for
antimicrobials that enhance
pyrazinamide activity against
Mycobacterium tuberculosis		 UK Health Security
Agency Former
Public Health
England		 Ongoing 2022
TB Shortening and improving
compliance to Buruli ulcer therapy-
Four weeks daily triple betalactam		 Research and
Development
Agency of Aragon
(ARAID)
Foundation		 Ongoing 2022
Malaria Recapitulation of ATQ infection
results using TCOL
mosquitoes/parasites/facilities		 Harvard T.H. Chan
School of Public
Health		 Ongoing 2022
Gut health High throughput small molecule
screen for drugs that alter the shape
of Campylobacterjejuni		 University of
Cambridge		 Ongoing 2022
TB TB antivirulence therapeutics:
small molecule inhibitors against
M. tuberculosis replication and
persistence pathways as novel
alternatives to classic antibiotics		 University of
Zaragoza		 Ongoing 2022
Gut health Design of novel inhibitors of
Shigella LpxC		 University Dundee Ongoing
2022
TB Designing optimal regimes for
tuberculosis therapy using one-step
high content dynamic in vitro kill
kinetic assaylinked to hollow fiber		 Research and
Development
Agency of Aragon
(ARAID)		 Completed in
2022

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Tres Cantos Open Lab Foundation DIRECTORS’ REPORT

studies Foundation
TB Evaluation of P450 humanized
mouse model (8HUM) as a tool to
assess the impact of drug
combinations onpharmacology		 University of
Dundee		 Completed in
2022
Malaria Synthesis of Kalihinol Analogues
with Improved Pharmacokinetic
and Pharmacodynamic Profiles		 University of
California, Irvine		 Completed in
2022
Malaria A chemogenomic overexpression
screen to identify malaria liver
stage targets		 Sanger Institute Completed in
2022
Gut health Microbiome modulators for the
treatment of environmental enteric
dysfunction (EED) and associated
stunted childhoodgrowth		 University Tubingen Completed in
2022
Malaria Generation, characterization and in
vivo evaluation of a novel live
malaria vaccine		 IMM Lisboa Completed in
2022
Kinetoplastid Trypanosoma cruzi bromodomains:
druggable readers to look out!		 IBR-
CONICET_UNR
Instituto de Biología
Molecular y Celular
de Rosario		 Completed in
2022

Feedback from the visiting scientists on their experiences in Tres Cantos continues to be positive. Progress on the Open Lab projects is being greatly enabled by the in-kind access to GSK's medicinal chemistry, in vitro/in vivo biology facilities and the screening technology platform. The Charity is committed to making the results from the research it funds available for broader public benefit. During 2022, 3 articles were published in peer-review scientific journals: Gold, B et al. ACS Infect. Dis. 2022; Fernández Álvaro, E et al. elife 2022; Johnson, R. C et al. Trials 2022)

The achievements during the year are in line with the objectives of the Charity.

FINANCIAL REVIEW

During the year, payments to Institutions for projects and other running costs of TCOLF were £2.36m (2021: £1.3m). The Directors are of the view that the financial position of the Charity remains strong with net assets of £3.7m (2021: £5.7m). The cash at bank at 31 December 2022 was £8.5m (2021: £10.1m).

Policy on Reserves

Free reserves of the Charity are represented by its unrestricted funds and amounted to £3.7m (2021: £5.7m), the Charity will utilise the reserves to fund future grants in accordance with its charitable objectives, and to meet the general running costs of the Charity. The Directors set a target to have a level of free reserves to be able to fund future grants and meet the general running costs, which are usually an amount of circa £500k per year,

At the end of year 2022 a total of £4.7m had been already committed for all the projects that will run through to their expected completion dates ranging from 2022 to 2024. Additional funding of £5m was received in November 2021 and therefore the current level of reserves is higher than is needed and this will be reviewed at future strategy meetings.

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Tres Cantos Open Lab Foundation DIRECTORS’ REPORT

The Directors will monitor the level of free reserves available before committing to any future grants to ensure that all the committed projects will be funded through to completion.

Grant making policy

The Charity considers applications from a variety of research organisations for funding. Applications are reviewed and levels of grants payable are decided upon by the Directors. Where grants, including overseas grants, are made for specified purposes, they are monitored by the Directors to ensure that those purposes are adhered to. This policy enables the Charity´s aims and objectives to attract the best proposals and award funding to research groups worldwide to accelerate the discovery of novel treatments for TB, Malaria and kinetoplastid infections.

The Board usually meets 2-3 times per year. The information about how to apply and the criteria for accepting new projects can be found on www.openlabfoundation.org

Principal Funding Sources

The Charity was established with a £5m donation from GGL in 2010.

The Charity received a further £5m donation from GGL in 2012 and further £5m donations from GGL were approved in 2018 and in 2021.

The charity is exploring additional sources of funding to continue beyond 2027.

Fundraising

The Charity does not carry out fundraising activities other than those mentioned above and does not use any thirdparty fundraising agencies. No complaints about fundraising activities have been received (2021: Nil).

Going concern

The Directors are of the view that the Charity is a going concern given the level of reserves held at the reporting date (£3.7m) and the sustainability of the model. At 31 December 2022, the bank account balance was £8.5m, this amount will cover projects and expenses for the next 5 years, with the current level of project expenditure committed to of £4.7m.

The Directors confirm that at the time of approving the financial statements, there is a reasonable expectation that the Charity has adequate resources to continue in operational existence for the foreseeable future. In arriving at this conclusion, the Directors have taken account of current and anticipated financial performance in the current economic conditions, and the Charity’s reserves position.

Risk Management

The Directors have assessed the risks to which the Charity may be exposed in the future and concluded that they are generally low given the nature and size of the Charity. This position is kept under constant review to ensure that this policy is appropriate. Principal risks and uncertainties are as follows:

Risk 1: TCOLF long term financial sustainability at risk due to the lack of additional funding after the initial commitment, causing the Open Lab being unable to select additional projects for funding.

Action plan: Discussion with potential donors and funders to attract additional funding and diversify funding sources.

Risk 2. Insufficient capacity at the Tres Cantos facilities to implement Open Lab projects due to an increased number of quality applications and overlapping of projects selected in different waves, causing delays in getting the results or need for extensions.

Action plan: 1. Rigorous review and selection of proposals; 2. Agreement on a steady state number of 10-12 active projects in the Tres Cantos facilities; 3. Schedule projects to make use of available capacity.

Risk 3. TCOLF perceived not to be independent of GSK because the company is the only major funder

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Tres Cantos Open Lab Foundation DIRECTORS’ REPORT

of TCOLF and no other pharmaceutical partners are currently involved, causing a perceived bias in selection and implementation of projects and perception that GSK is benefitting from the open lab program.

Action plan: 1. Meeting minutes reflect the independence of the Directors and Governing Board members in decision making; 2. Rigorous adherence to TCOLF conflict of interest policies. Capture these conflicts in all Board meeting minutes.

PLANS FOR THE FUTURE

At present the TCOLF strategy for the 5 years to 2027 is being reviewed. A strategy meeting was held in May 2023.

PUBLIC BENEFIT STATEMENT

The Directors confirm that, in exercising their powers and fulfilling their responsibilities as Trustees in pursuit of the areas described above, they have paid due regard to the guidance on public benefit published by the Charity Commission.

AUDITOR

RSM UK Audit LLP has indicated its willingness to continue in office.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO THE AUDITOR

The Directors who were in office on the date of approval of these financial statements have confirmed, as far as they are aware, that there is no relevant audit information of which the auditor is unaware. Each of the Directors has confirmed that they 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 it has been communicated to the auditor.

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemptions.

By order of the board

Audra Jane Halsey A.J.Halsey Director Date:…………………

Electronically signed by: A.J.Halsey Reason: I am signing for the reasons as stated in the document. Date: Jul 31, 2023 14:59 GMT+1

31-Jul-2023

Page 9

Tres Cantos Open Lab Foundation STATEMENT OF DIRECTORS’ RESPONSIBILITIES

The Directors (who are also Trustees of Tres Cantos Open Lab Foundation for the purposes of charity law) are responsible for preparing the Directors’ Report and the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice).

Company law requires the Directors to prepare financial statements for each financial year, under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the charitable company and of the income and expenditure of the charitable company for that period.

In preparing those financial statements, the Directors are required to:

The Directors are responsible for keeping adequate accounting records that disclose with reasonable accuracy at any time the financial position of the charitable company 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 charitable company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the charitable company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Page 10

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF THE TRES CANTOS OPEN LAB FOUNDATION

Opinion

We have audited the financial statements of Tres Cantos Open Lab Foundation (the ‘charitable company’) for the year ended 31 December 2022 which comprise the Statement of Financial Activities (including Income and Expenditure Account), the Balance Sheet, Statement of Cash Flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 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:

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 Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the charitable 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 opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the trustees’ 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 charitable 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 trustees with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the Directors’ Report other than the financial statements and our auditor’s report thereon. The trustees are responsible for the other information contained within the Directors’ Report. 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.

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 course of 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.

Page 11

Opinions on other matters prescribed by the Companies Act 2006

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

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the charitable company and its environment obtained in the course of the audit, we have not identified material misstatements in the Directors’ Report.

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:

Responsibilities of trustees

As explained more fully in the Statement of Directors’ responsibilities set out on page 10, the trustees (who are also the Directors of the charitable company for the purposes of company law) 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 trustees 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 trustees are responsible for assessing the charitable 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 trustees either intend to liquidate the charitable 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.

The extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities are instances of non-compliance with laws and regulations. The objectives of our audit are to obtain sufficient appropriate audit evidence regarding compliance with laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements, to perform audit procedures to help identify instances of non-compliance with other laws and regulations that may have a material effect on the financial statements, and to respond appropriately to identified or suspected non-compliance with laws and regulations identified during the audit.

In relation to fraud, the objectives of our audit are to identify and assess the risk of material misstatement of the financial statements due to fraud, to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud through designing and implementing appropriate responses and to respond appropriately to fraud or suspected fraud identified during the audit.

Page 12

However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the audit engagement team:

As a result of these procedures we consider the most significant laws and regulations that have a direct impact on the financial statements are FRS 102, Charities SORP (FRS 102), Companies Act 2006, Charities Act 2011, the charitable company’s governing document, and tax legislation. We performed audit procedures to detect noncompliances which may have a material impact on the financial statements which included reviewing the financial statements including the Directors’ Report, remaining alert to any new or unusual transactions which may not be in accordance with the governing documents.

The audit engagement team identified the risk of management override of controls as the area where the financial statements were most susceptible to material misstatement due to fraud. Audit procedures performed included but were not limited to testing manual journal entries and other adjustments, evaluating the business rationale in relation to significant, unusual transactions and transactions entered into outside the normal course of business and challenging judgments and estimates.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Use of our report

This report is made solely to the charitable 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 charitable 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 charitable company and the charitable company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Hannah Catchpool

Hannah Catchpool (Senior Statutory Auditor) For and on behalf of RSM UK AUDIT LLP, Statutory Auditor Chartered Accountants 25 Farringdon Street London EC4A 4AB Date 9 August 2023

Page 13

Tres Cantos Open Lab Foundation STATEMENT OF FINANCIAL ACTIVITIES (INCLUDING INCOME AND EXPENDITURE ACCOUNT) For the year ended 31 December 2022

Total Total
Unrestricted Unrestricted
Funds Funds
Notes 2022 2021
£ £
INCOME FROM:
Donations and legacies 1 305,168 5,312,398
Interest receivable 38,310 -
__ __
TOTAL 343,478 5,312,398
__ __
EXPENDITURE ON:
Raising funds 2 - 263
Charitable activities 3 (2,360,015) (1,305,727)
__ __
TOTAL (2,360,015) (1,305,464)
__ __
NET (EXPENDITURE)/INCOME 5 (2,016,537) 4,006,934
__ __
RECONCILIATION OF FUNDS
TOTAL FUNDS BROUGHT FORWARD 5,695,043 1,688,109
__ __
TOTAL FUNDS CARRIED FORWARD 3,678,506
__		 5,695,043
__

Page 14

Tres Cantos Open Lab Foundation BALANCE SHEET As at 31 December 2022

BALANCE SHEET
As at 31 December 2022
Company RegistrationNo. 07301222
Notes 2022 2021
£ £
CURRENT ASSETS
Debtors 6 33,265 33,564
Cash at bank and in hand 8,453,085 10,097,059
__ __
8,486,350 10,130,623
__ __
CREDITORS: Amounts falling due within one year 7 (4,043,214) (3,689,139)
__ __
NET CURRENT ASSETS 4,443,136 6,441,484
__ __
CREDITORS: Amounts due after more than one year 8 (764,630) (746,441)
__ __
NET ASSETS 3,678,506 5,695,043
__ __
RESERVES
Unrestricted funds 9 3,678,506 5,695,043
__ __
Total funds 3,678,506
__		 5,695,043
__

These accounts are prepared in accordance with the special provisions of Part 15 of the Companies Act relating to small companies and constitute the annual accounts required by the Companies Act 2006 and are for circulation to members of the company.

The financial statements on pages 14 to 23 were approved by the Board and authorised for issue on .......................... and are signed on its behalf by

31-Jul-2023

Electronically signed by: A.J.Halsey Reason: I am signing for the reasons as stated in the document. Date: Jul 31, 2023 14:59 GMT+1

A.J.Halsey Audra Jane Halsey Director

........................................

The notes on pages 17 to 23 form part of these financial statements.

Page 15

Tres Cantos Open Lab Foundation STATEMENT OF CASH FLOWS

For the year ended 31 December 2022

Notes 2022 2021
£ £
OPERATING ACTIVITIES
Cash (used in)/generated from operations. 14 (1,682,284) 3,954,097
FINANCING ACTIVITES
Interest received 38,310 -
___ ___
(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS (1,643,974) 3,954,097
IN THE YEAR
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF 10,097,059 6,142,962
THE YEAR
__ __
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR 8,453,085
__		 10,097,059
__

Page 16

Tres Cantos Open Lab Foundation ACCOUNTING POLICIES

COMPANY INFORMATION

Tres Cantos Open Lab Foundation is a private company limited by guarantee (Company Number 07301222) incorporated on 1 July 2010 and registered as a charity in England and Wales on 24 June 2011, number 1142577. Details of the registered office address and principal place of business are given on page 1 of the accounts. The company’s operations and principal activities are described in the Directors' Report.

BASIS OF ACCOUNTING

The financial statements have been prepared under the historical cost convention and in accordance with the Companies Act 2006. The financial statements have been prepared in accordance with the Statement of Recommended Practice: Accounting and Reporting by Charities preparing their accounts in accordance with the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 102) (effective 1 January 2019) and the Charities Act 2011.

The Charity constitutes a public benefit entity as defined by FRS 102.

FUNCTIONAL CURRENCY

The financial statements are presented in sterling which is also the functional currency of the charity.

Monetary amounts in these financial statements are rounded to the nearest whole £1, except where otherwise indicated.

GOING CONCERN

The Directors confirm that at the time of approving the financial statements, there is a reasonable expectation that the Charity has adequate resources to continue in operational existence for the foreseeable future for a period of at least 12 months from the date of the signing of these financial statements. In arriving at this conclusion, the Directors have taken account of current and anticipated financial performance in the current economic conditions, and the Charity’s reserves position. The Directors have considered budgets and forecasts to satisfy themselves that the charitable company remains a going concern. Given the current level of reserves (£3.7m) and the sustainability of the model, At 31 December 2022 the bank account balance was £8.5m, this amount will cover projects for the next 5 years, with the current level of project expenditure committed to of £4.6m.

INCOME

Income is recognised when the charity has entitlement to the funds, any performance conditions attached to the item(s) of income have been met, it is probable that the income will be received, and the amount can be measured reliably. Income from grants, is recognised when the charity has entitlement to the funds, any performance conditions attached to the grants have been met, it is probable that the income will be received, and the amount can be measured reliably and is not deferred. Other income is interest received from the bank account and is recognised on receipt.

Services in kind are recognised on an accruals basis as donations in the Statement of Financial Activities at the best estimate of the value of the benefit to the Charity.

EXPENDITURE

Expenditure is recognised on an accruals basis as a liability is incurred. Expenditure includes any VAT which cannot be fully recovered and is reported as part of the expenditure to which it relates.

Grants payable are included in the Statement of Financial Activities when they have been approved for payment.

An assessment of individual grant liabilities is made at the balance sheet date and any adjustments required (these may arise as a result of foreign currency movements or differences between budgeted and actual expenditure in grant applications) to grant liabilities are recognised as debits or credits in the Statement of Financial Activities in grant expenditure.

Expenditure on charitable activities comprises those costs incurred by the Charity in the delivery of its activities and services for its beneficiaries. It includes both costs that can be allocated directly to such activities and those costs of an indirect nature necessary to support them.

All costs are allocated between the expenditure categories of the Statement of Financial Activities on a basis

Page 17

Tres Cantos Open Lab Foundation ACCOUNTING POLICIES

designed to reflect the use of the resource. As there is only one charitable activity, all support and governance costs have been allocated against this activity.

FOREIGN CURRENCIES

Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange ruling at the balance sheet date. Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction. All differences are taken to the Statement of Financial Activities.

FUND ACCOUNTING

General funds are unrestricted funds which are available for use at the discretion of the Directors in furtherance of the general objectives of the foundation and which have not been designated for other purposes.

Restricted funds comprise monies where a restriction has been placed on their use by a donor (for a purpose which falls within, but is narrower than the general charitable objectives). Restricted funds are distributed in accordance with the terms of the original restriction.

CASH AT BANK AND IN HAND

Cash at bank and cash in hand includes cash and short term highly liquid investments with a short maturity of three months or less from the date of acquisition or opening of the deposit or similar account.

FINANCIAL INSTRUMENTS

Financial instruments are classified and accounted for according to the substance of the contractual arrangement as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the entity after deducting all of its liabilities.

Financial assets

Basic financial assets, which include other debtors, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost.

Financial liabilities

Basic financial liabilities, which include accruals and grants payable, are initially measured at transaction price and subsequently measured at amortised cost.

CRITICAL ACCOUNTING ESTIMATES AND AREAS OF JUDGEMENT

In the application of the Charity’s accounting policies, the Directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised.

The Directors do not consider that there are any critical estimates or areas of judgement that need to be brought to the attention of the readers of the financial statements.

Page 18

Tres Cantos Open Lab Foundation NOTES TO THE FINANCIAL STATEMENTS for the year ended 31 December 2022

INCOME FROM DONATIONS AND LEGACIES 2022 2021
£ £
Grants received - 5,000,000
Services in kind 305,168 312,398
__ __
305,168 5,312,398

1 INCOME FROM DONATIONS AND LEGACIES

In 2022, the income from donations and legacies was £305,168 (2022: £5,312,398) of which £305,168 (2021: £5,312,298) was income from unrestricted funds.

2
RAISING FUNDS
2022
£

(Gain)/Loss on foreign exchange
-
3
ANALYSIS OF EXPENDITURE ON CHARITABLE ACTIVITIES 2022
£

Grants:
Sanger Institute
-
University of South Florida
-
University of Copenhagen
262,335
Universidade do Minho
360,031
Universidad CarlossIII de Madrid
223,754
The IBRCONICET_UNR, Argentina - extn
-
University of Zaragoza, extn
4,710
INSERM
227,569
University of Dundee
631,748
ARAID (Spain)
-
Rhodes University (South Africa)
35,000
University of California, San Diego
-
Harvard T.H. Chan School of Public Health
-
Oxford University
-
International Centre for Diarrhoeal Disease
-
University of Cambridge
109,094
Centre of Molecular infl res (CEMIR)
-
University of Texas
-
University Hospital Cologne
-
Universidad nacional de San Martin (UNSAM)
-
University of Georgia
123,363
Univ Georgia + Bioaster
7,239
__
Carried forward
1,984,843		 2021
£
(263)
2021
£
47,014
31,027
-
-
-
2,383
-
-
5,214
5,560
13,296
6,887
4,267
1,324
386,626
198,571
93,841
131,070
65,173
245,944
-
-
__
1,238,197

Page 19

Tres Cantos Open Lab Foundation NOTES TO THE FINANCIAL STATEMENTS for the year ended 31 December 2022

3
CHARITABLE ACTIVITIES (continued)

Brought forward
Grants rescinded_:_
University of Alabama at Birmingham
Biomedical Primate Research Centre
Hospital for Tropical Diseases, Oxford University Clinical Research
Oxford University
University of Michigan - extn
ARAID / Univ Zaragaza
University of Washington
University of South Florida
Universidad nacional de San Martin (UNSAM)
EMBL
University of California
Sanger Institute
Rhodes University
Legal and professional fees
Support costs:
Seconded staff and office overheads
Indirect project costs
Marketing and website
Governance costs:
Legal and professional fees
Insurance (Directors’ and Officers’ Indemnity Cover)
Audit fees
Bank charges		 2022
£

1,984,843
-
-
(6,180)
-
-
-
-
-
-
(30,516)
(61,997)
(6,250)
(6,000)
30,155

1,904,055
305,168
93,673
-
30,052
1,898
23,940
1,229
2,360,015		 2021
£
1,238,197
(37,644)
(5,313)
(4,509)
(7,253)
(10,689)
(12,722)
(90,662)
(4,579)
(245,944)
-
-
-
-
1,295

820,177
312,398
119,170
3,012
24,660
1,898
24,202
210
1,305,727

The total number of new institutional grants made in the year was 6 (2021: 5), only one grant per institution was paid except for the University of Dundee which received two grants and an extension (2021: only one grant per institution was paid). 4 (2021:9) extensions were granted to ongoing projects. All grants were similar in nature and were to aid the causes identified in the Directors’ Report. No grants to individuals were made in the year (2021: None)

In 2022, the expenditure on charitable activities was £2,360,015 (2021: £1,305,727) of which £2,360,015 (2021: £1,305,727) was expenditure from unrestricted funds and £nil (2021: £nil) was from restricted funds.

Page 20

Tres Cantos Open Lab Foundation NOTES TO THE FINANCIAL STATEMENTS for the year ended 31 December 2022

4 EMPLOYEES

There were no employees during the year (2021: none). The Directors, who are the key management personnel of the Charity, received no remuneration for their work as Directors (2021: £nil). No Directors (2021: None) were reimbursed expenses during the year (2021: £nil).

5
NET (EXPENDITURE)/INCOME
Net (expenditure)/income is stated after charging/(crediting) the
following:
Statutory auditor’s fees:
Audit fee (including VAT)
-
Current year
-
Prior year
Accountancy services
Company secretarial
Foreign exchange (gain)/loss
6
DEBTORS
Prepayments
7
CREDITORS: Amounts falling due within one year
Grants payable
Accruals
8
CREDITORS: Amounts falling due after more than one year
Opening grant creditors
Grants awarded during the year
Grants rescinded
Less: Grants paid during the year (net of forex movements)
Included in current liabilities
Grants payable in more than one year		 _
_

All grants payable will be paid from unrestricted funds.

Page 21

Tres Cantos Open Lab Foundation NOTES TO THE FINANCIAL STATEMENTS for the year ended 31 December 2022

9
MOVEMENT IN FUNDS 2022
Unrestricted funds
General funds

Total funds

MOVEMENT IN FUNDS 2021
Unrestricted funds
General funds

Total funds

 At 1 January
2022
£
Income
£
Expenditure
£
At 31 December
2022
£
5,695,043
343,478
(2,360,015)
3,678,506
_
_
_
_
5,695,043
343,478
(2,360,015)
3,678,506
__
__
_
___
At 1 January
2021
£
Income
£
Expenditure
£
At 31 December
2021
£
1,688,109
5,312,398
(1,305,464)
5,695,043
_
_
_
____
1,688,109
5,312,398
(1,305,464)
5,695,043

10 ANALYSIS OF NET ASSETS BETWEEN FUNDS 2022

Total Unrestricted
Funds
£
Current assets 8,486,350
Current liabilities (4,043,214)
Non-current liabilities (764,630)
____
3,678,506
____
ANALYSIS OF NET ASSETS BETWEEN FUNDS 2021
Total Unrestricted
Funds
£
Current assets 10,130,623
Current liabilities (3,689,139)
Non-current liabilities (746,441)
____
5,695,043
____

11 LIABILITY OF MEMBERS

The company is limited by guarantee and does not have a share capital. In the event of the company being wound up, the maximum amount that each member is liable to contribute is £10. Glaxo Group Limited is the sole member of the company.

Page 22

Tres Cantos Open Lab Foundation NOTES TO THE FINANCIAL STATEMENTS for the year ended 31 December 2022

12 RELATED PARTY TRANSACTIONS

During the year to 31 December 2022, Glaxo Group Limited (the sole member, and a relevant legal entity exercising control) through its affiliate companies, paid expenses or met payments on behalf of TCOLF amounting to £nil (2021: £nil) which was paid during the year.

At 31 December 2022, £nil (2021: £nil) was owed by Glaxo Group Limited, as included in other debtors (note 6). During the year, the company received £nil (In 2021 £5,000,000 was received) from Glaxo Group Limited. (In 2021 the remaining balance of £55,647 was written off. No interest was charged on this balance.

In the year Glaxo Group Limited provided £305,168 (2021: £312,398) of donated services to the Charity in the form of staff time spent on TCOLF activities.

13 CORPORATION TAX

The Charity is exempt from tax on income and gains under sections 466 to 493 of the Corporation Tax Act 2010 to the extent that these are applied to its charitable objects.

NET (EXPENDITURE)/INCOME FOR THE REPORTING
PERIOD
Interest received
Decrease in debtors
Increase/(Decrease) in creditors
NET CASH (USED IN)/GENERATED BY OPERATIONS		 2022
£
(2,016,537)
(38,310)
299
372,264
___
(1,682,284)		 2021
£
4,006,934
-
62,064
(114,901)
___
3,954,097

Page 23