REGISTERED NUMBER: |
REPORT OF THE DIRECTORS AND |
FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 30 APRIL 2024 |
FOR |
CHAMPIONS ONCOLOGY UK LIMITED |
REGISTERED NUMBER: |
REPORT OF THE DIRECTORS AND |
FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 30 APRIL 2024 |
FOR |
CHAMPIONS ONCOLOGY UK LIMITED |
CHAMPIONS ONCOLOGY UK LIMITED (REGISTERED NUMBER: 06861239) |
CONTENTS OF THE FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 30 APRIL 2024 |
Page |
Company information | 1 |
Report of the directors | 2 |
Report of the independent auditors | 3 |
Statement of comprehensive income | 6 |
Balance sheet | 7 |
Statement of changes in equity | 8 |
Notes to the financial statements | 9 |
CHAMPIONS ONCOLOGY UK LIMITED |
COMPANY INFORMATION |
FOR THE YEAR ENDED 30 APRIL 2024 |
Directors: |
Secretary: |
Registered office: |
Registered number: |
Auditors: |
Chartered Accountants and Statutory Auditors |
12 Old Mills Industrial Estate |
Paulton |
BS39 7SU |
CHAMPIONS ONCOLOGY UK LIMITED (REGISTERED NUMBER: 06861239) |
REPORT OF THE DIRECTORS |
FOR THE YEAR ENDED 30 APRIL 2024 |
The directors present their report with the financial statements of the company for the year ended 30 April 2024. |
Principal activity |
The principal activity of the company in the year under review was that of a holding company for a branch. |
Directors |
The directors shown below have held office during the whole of the period from 1 May 2023 to the date of this report. |
Statement of directors' responsibilities |
The directors are responsible for preparing the Report of the directors and the financial statements in accordance with applicable law and regulations. |
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are 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 directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the 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 company 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 directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director 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 company's auditors are aware of that information. |
Auditors |
The auditors, Fuller & Roper Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
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: |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
CHAMPIONS ONCOLOGY UK LIMITED |
Opinion |
We have audited the financial statements of Champions Oncology UK Limited (the 'company') for the year ended 30 April 2024 which comprise the Statement of comprehensive income, Balance sheet, 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 company's affairs as at 30 April 2024 and of its 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 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. |
Material uncertainty related to going concern |
We draw your attention to Note 2 in the financial statements, which indicates that the company is in a net current liability position as at 30 April 2024 and, as of that date, the directors of the parent company have identified that there is substantial doubt about the parent company's ability to meet its future financial obligations as they become due. As stated in Note 2, these events or conditions, along with other matters set forth in Note 2, indicate that a material uncertainty exists that may cast significant doubt on the company's ability to continue as a going concern. Our opinion is not modified in respect of this matter. |
Other information |
The directors are responsible for the other information. The other information comprises the information in the Report of the directors, 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 directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Report of the directors 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the Report of the directors. |
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, or returns adequate for our audit have not been received from branches not visited by us; or |
- | the financial statements are not in agreement with the accounting records and returns; or |
- | certain disclosures of directors' remuneration specified by law are not made; or |
- | we have not received all the information and explanations we require for our audit; or |
- | the directors were not entitled to take advantage of the small companies' exemption from the requirement to prepare a Strategic report or in preparing the Report of the directors. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
CHAMPIONS ONCOLOGY UK LIMITED |
Responsibilities of directors |
As explained more fully in the Statement of directors' responsibilities set out on page two, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. |
In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have 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: |
We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures to respond to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis to our opinion. |
We have identified and assess the potential risks related to irregularities, including fraud, by: |
- Making enquiries of management regarding the compliance with laws and regulations, the detection of and response to the risk of fraud and any knowledge of actual, suspected or alleged fraud. We also discussed the controls in place to mitigate fraud risks or non-compliance with laws and regulations. |
- Obtaining an understanding of the legal and regulatory framework in which the company operates. The key laws and regulations are considered to be accounting standards, employment legislation and the Companies Act 2006. |
We have responded to risks identified by performing procedures including the following: |
- Making enquiries of management concerning actual and potential litigation claims; |
- Performing analytical procedures to identify any unusual or unexpected relationships which may indicate risks of misstatement due to fraud; |
- Reviewing the financial statement disclosures and testing to supporting documentation; and |
- Reviewing payroll records and agreeing to nominal ledger entries. |
We have also considered the risk of fraud through management override of controls by: |
- Testing a sample of journal entries for appropriateness; and |
- Assessing whether the judgements made in making accounting estimates are indicative of potential bias. |
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. |
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. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
CHAMPIONS ONCOLOGY UK LIMITED |
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. |
for and on behalf of |
Chartered Accountants and Statutory Auditors |
12 Old Mills Industrial Estate |
Paulton |
BS39 7SU |
CHAMPIONS ONCOLOGY UK LIMITED (REGISTERED NUMBER: 06861239) |
STATEMENT OF COMPREHENSIVE |
INCOME |
FOR THE YEAR ENDED 30 APRIL 2024 |
30/4/24 | 30/4/23 |
Notes | $ | $ |
Turnover |
Cost of sales | ( |
) | ( |
) |
Gross profit |
Sales and marketing | ( |
) | ( |
) |
Administrative expenses | ( |
) | ( |
) |
Operating profit and |
Profit before taxation |
Tax on profit | 5 |
Profit for the financial year |
Other comprehensive income | - | - |
Total comprehensive income for the year |
CHAMPIONS ONCOLOGY UK LIMITED (REGISTERED NUMBER: 06861239) |
BALANCE SHEET |
30 APRIL 2024 |
30/4/24 | 30/4/23 |
Notes | $ | $ |
Current assets |
Debtors | 6 |
Cash at bank |
Creditors |
Amounts falling due within one year | 7 | ( |
) | ( |
) |
Net current liabilities | ( |
) | ( |
) |
Total assets less current liabilities | ( |
) | ( |
) |
Capital and reserves |
Called up share capital | 8 |
Employee Share Option | 9 |
Retained earnings | 9 | ( |
) | ( |
) |
Shareholders' funds | ( |
) | ( |
) |
The financial statements were approved by the Board of Directors and authorised for issue on |
CHAMPIONS ONCOLOGY UK LIMITED (REGISTERED NUMBER: 06861239) |
STATEMENT OF CHANGES IN EQUITY |
FOR THE YEAR ENDED 30 APRIL 2024 |
Called up | Employee |
share | Retained | Share | Total |
capital | earnings | Option | equity |
$ | $ | $ | $ |
Balance at 1 May 2022 | ( |
) | ( |
) |
Changes in equity |
Profit for the year | - | - | - | - |
Employee share option scheme | - | - | 5,566 | 5,566 |
Balance at 30 April 2023 | ( |
) | ( |
) |
Changes in equity |
Profit for the year | - | - | - | - |
Employee share option scheme | - | - | 13,405 | 13,405 |
Balance at 30 April 2024 | ( |
) | ( |
) |
CHAMPIONS ONCOLOGY UK LIMITED (REGISTERED NUMBER: 06861239) |
NOTES TO THE FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 30 APRIL 2024 |
1. | STATUTORY INFORMATION |
Champions Oncology UK Limited is a |
The presentation currency of the financial statements is the US Dollar ($), and these have been rounded to the nearest dollar. |
2. | ACCOUNTING POLICIES |
BASIS OF PREPARING THE FINANCIAL STATEMENTS |
The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": |
• | the requirements of Section 7 Statement of Cash Flows; |
• | the requirement of paragraph 3.17(d); |
• | the requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c); |
• | the requirements of paragraphs 12.26, 12.27, 12.29(a), 12.29(b) and 12.29A; |
• | the requirements of paragraphs 26.18(b), 26.19 to 26.21 and 26.23. |
- This information is included in the consolidated financial statements of Champions Oncology, Inc. These financial statements can be obtained from www.championsoncology.com |
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. |
TURNOVER |
Turnover is derived based on the agreement in place, on a cost reimbursement basis. |
FINANCIAL INSTRUMENTS |
The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS102 to all of its financial instruments. |
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument. |
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously. |
Classification of financial liabilities |
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. |
Basic financial liabilities |
Basic financial liabilities, including creditors, and loans from fellow group companies are initially recognised at transaction price. |
FOREIGN CURRENCIES |
Assets and liabilities in foreign currencies are translated into US Dollar at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into US Dollar at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
PENSION COSTS AND OTHER POST-RETIREMENT BENEFITS |
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate. |
CHAMPIONS ONCOLOGY UK LIMITED (REGISTERED NUMBER: 06861239) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 APRIL 2024 |
2. | ACCOUNTING POLICIES - continued |
GOING CONCERN |
Although the balance sheet is showing a net current liability position the financial statements have been prepared on the going concern basis. The directors have received assurances from the parent company that all necessary funding will be made available for the company to continue as a going concern, and that the parent company has the ability to provide such support. |
However, the directors of the parent company have identified that a history of net losses, working capital deficits, accumulated deficit and a declining cash position raises significant doubt as to the parent company's ability to continue as a going concern. |
The directors of the parent company believe that appropriate strategies can be implemented to increase revenues and reduce costs without disrupting the business or restructuring the parent company, but if these are not successful then the parent company may be required to raise additional capital or seek to obtain financing, and there can be no assurance that management of the parent company would be successful in raising such capital or obtaining such financing on acceptable terms. |
The directors are therefore of the opinion that these conditions indicate that a material uncertainty exists relating to the company's ability to continue as a going concern. |
SHARE BASED PAYMENTS |
The cost and corresponding increase in equity in respect of equity-settled share-based payment transactions with employees are measured by reference to the fair value of equity instruments issued at the date of grant. Amounts are expensed on a straight line basis over the vesting period based on the estimate of shares that will eventually vest and adjusted for the effect of non market-based vesting conditions. The cost and fair value of the liability incurred in respect of cash-settled transactions is measured using an appropriate option pricing model with changes in fair value recognised in profit or loss for the period. Further detail is provided in note 11. |
3. | EMPLOYEES AND DIRECTORS |
30/4/24 | 30/4/23 |
$ | $ |
Wages and Salaries | 1,597,735 | 1,194,783 |
Social security | 259,361 | 213,801 |
Other pension costs | 34,574 | 27,354 |
The average number of employees during the year was as follows: |
30/4/24 | 30/4/23 |
Employees | 12 | 11 |
30/4/24 | 30/4/23 |
$ | $ |
Directors' remuneration |
4. | OPERATING PROFIT |
The operating profit is stated after charging /(crediting): |
30/4/24 | 30/4/23 |
$ | $ |
Other operating leases | - | 149 |
Foreign exchange differences | 1,281 | 6,773 |
Auditor's remuneration | 6,675 | 6,066 |
5. | TAXATION |
Analysis of the tax charge |
No liability to UK corporation tax arose for the year ended 30 April 2024 nor for the year ended 30 April 2023. |
CHAMPIONS ONCOLOGY UK LIMITED (REGISTERED NUMBER: 06861239) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 APRIL 2024 |
6. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
30/4/24 | 30/4/23 |
$ | $ |
Other debtors |
Prepayments |
7. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
30/4/24 | 30/4/23 |
$ | $ |
Amounts owed to group | 577,402 | 590,038 |
Accrued expenses |
Amounts owed to group undertakings are unsecured, interest free and repayable on demand. |
8. | CALLED UP SHARE CAPITAL |
Allotted and issued: |
Number: | Class: | Nominal | 30/4/24 | 30/4/23 |
value: | $ | $ |
Ordinary | £1 | 149 | 149 |
9. | RESERVES |
Retained Earnings |
Retained earnings represents cumulative profits or losses, net of dividends paid and other adjustments |
Employee Share Option Reserve |
The employee share option reserve represents the cumulative amounts charges to profit or loss on respect of employee share option agreements. |
10. | ULTIMATE CONTROLLING PARTY |
The company is a wholly owned subsidiary of Champions Oncology Inc, a company incorporated in Delaware, USA and listed on the NASDAQ stock exchange, with registered office at 1 University Plaza, Suite 307, Hackensack, New Jersey 07601, USA. |
The Directors consider the ultimate controlling party to be Battery Ventures IX L.P. a limited partnership incorporated in Delaware, USA. |
11. | SHARE-BASED PAYMENT TRANSACTIONS |
During the year, 1,800 shares in the parent company, Champions Oncology Inc, were acquired by employees of the company under share-based payment arrangements at an exercise price of $6.11 per share. The total expense recognised during the year in respect of share-based payments is $13,405 (2023 - $5,566). |