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REG - Feedback PLC - Final Results

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RNS Number : 0818M  Feedback PLC  12 September 2023

Feedback plc

 

Full Year Results to 31 May 2023

 

Feedback plc (AIM: FDBK, "Feedback" or the "Company"), the clinical
infrastructure specialists, announces its audited results for the twelve
months to 31 May 2023 (the "Period").

 

Operational Highlights

·      Continued to focus on growth of high margin opportunities

·      Sussex Integrated Care System ("ICS") Community Diagnostic Centre
("CDC") pilot contract extension - providing increased revenue visibility

·      Demonstrated an approximate 69% reduction in patient wait times
compared to national targets

·      Named as a supplier on G-Cloud 13, the UK Government's digital
marketplace

·      Bleepa 1.5 upgrade completed

·      NHS Trust customers NCA and RBH both renewed Bleepa subscriptions
for a further 3-year term

·      Continued progress in India and establishment of Indian
subsidiary

·      Completion of 200:1 share consolidation

 

Financial Highlights

·      74% increase in revenue to £1.02m (FY22: £0.59m), of which
Bleepa-CareLocker contributed 74%

·      89% increase in sales((1)) to £1.27m (FY22: £0.67m)

·      Operating loss increased to £3.42 (FY22: £2.51m), reflecting
expansion and improvements to the technology

·      Cash as at 31 May 2023 was £7.32m (31 May 2022: £10.31m)

 

Post period Highlights

·      Numerous discussions underway both with local, regional and
national NHS organisations, and strategic partners

·      Successfully granted an import license for Bleepa as a registered
medical device in India

·      Appointment of India in-country Managing Director to drive the
opportunity for Bleepa

 

Analyst Presentation: 14.00, Tuesday 12 September

A remote briefing for analysts will be held at 14.00 today. Analysts
interested in attending should contact Walbrook PR
on feedbackplc@walbrookpr.com or 020 7933 8780.

 

Investor Presentation: 16:00, Tuesday 12 September

Management will be providing a presentation and hosting an investor Q&A
session on the Company's results and future prospects at 16:00 today.
Investors can sign up for free and register to meet FDBK via the following
link: https://www.investormeetcompany.com/feedback-plc/register-investor
(https://www.investormeetcompany.com/feedback-plc/register-investor)

 

Questions can be submitted pre event and at any time during the live
presentation via the Investor Meet Company Platform.

 

Dr Tom Oakley, CEO of Feedback, said: "We are delighted with the continued
progress made during the period - with the shift from legacy products. The
opportunity afforded by Bleepa and CareLocker both domestically and overseas
provides us with tremendous optimism as we focus on generating new contracts
from our ongoing dialogues with interested parties, which we believe will
further enhance levels of recurring revenue visibility. The additional paid
for Sussex CDC extension (announced in April) further validates our strategy
and we remain hopeful that we will be successful in the procurement process.
With CDCs continuing to explore avenues to reduce waiting times we believe
that our performance to date provides compelling testament to our capabilities
- with early results from our current CDC programme highlighting an
approximate 69% reduction in diagnostics wait times versus the national
target.

 

"Furthermore, we are extremely excited by global opportunities - with inroads
in India highlighting the scalability of our solutions. Importantly, we
believe that increased regulatory demands both in the UK and India will
further underpin demand. There is increasing focus on technologies to secure
the transfer and display of images and videos, and we believe that the
landscape is very much moving in our favour - with digital infrastructure and
digitally enabled tools seen as key solutions to significant administrative
burdens. This is especially prevalent when considering winter pressures and
the growing requirement to reduce care backlogs - and we believe that given
our pipeline and capabilities that we will be at the forefront of change in
the coming year."

 

Note (1): "Sales" is non-IFRS metric representing the total customer contract
value invoiced in a period. The figure does not take account of accrued or
deferred income adjustments that are required to comply with accounting
standards for revenue recognition across the life of a customer contract
(typically 12 months).

 

Enquiries:

 

 Feedback plc                                    +44 (0) 20 3997 7634

 Tom Oakley, CEO                                 IR@fbk.com (mailto:IR@fbk.com)

 Anesh Patel, CFO

 Panmure Gordon (UK) Limited (NOMAD and Broker)  +44 (0)20 7886 2500

 Emma Earl/Freddy Crossley (Corporate Finance)

 Rupert Dearden (Corporate Broking)

 Walbrook PR Ltd;                                Tel: 020 7933 8780 or feedbackplc@walbrookpr.com
                                                 (mailto:feedbackplc@walbrookpr.com)
 Nick Rome/Joe Walker                            07748 325 236 or 07407 020 470

 

 

About Feedback

 

Feedback plc helps clinical teams to make better decisions faster for
patients. We design products that enhance clinician access to patient data and
to their colleagues. Our unique approach centres around individual patient
episodes, into which we pull relevant clinical data from hospital systems and
around which we build remote clinical teams for collaboration. As a result, we
produce a digital infrastructure that makes patient data available to
clinicians in multiple settings, in a format that enables them to meaningfully
interact with it, providing flexibility to clinicians and free movement of
patients between provider settings - clinicians can practice from anywhere and
patients can attend any care provider for treatment.

 

Our products Bleepa and CareLocker work together to deliver unparalleled value
to our customers. Bleepa is our application layer and sits on top of
CareLocker as our data layer. Bleepa is a clinician facing platform that
displays clinical results from a patient's CareLocker at a certified and
regulated quality, that is suitable for clinical use and enables dialogue on a
patient-by-patient basis with colleagues through a secure, auditable chat
interface that links back to the patient medical record. The CareLocker data
storage model is built around the patient. Our vision is one where relevant
clinical data is always available to the patient as well as to any care
setting that they may attend - a federated data architecture with the patient
as the tenant.

 

The Company has a number of growth opportunities domestically and
internationally across a range of markets including the NHS, the veterinary
market and private healthcare providers and its highly scalable Software as a
Service ("SaaS")-based model is expected to provide increasing levels of
revenue visibility as the Company grows its customer base.

 

Chairman's Statement

 

Laying the foundations for growth

 

The financial year ending 31(st) May 2023 has been a positive period for
Feedback marked by strong trading despite challenging market conditions and
challenging NHS procurement, ongoing inflationary pressures and frequent
strikes in the public sector. Despite the pervasive challenges, Feedback has
carefully navigated a fluid political and economic backdrop to report strong
revenue growth of 74% driven by an 89% increase in sales. Growth has been
driven by both emerging opportunities for our products in spaces such as the
NHS CDC initiative, with the award of a pilot extension contract by Queen
Victoria Hospital in Sussex, and, importantly, through existing customer
renewals which highlights the ongoing value that our customers derive from our
products and is a validation of the high customer lifetime value potential.
Encouragingly, our first two Bleepa customers, the Northern Care Alliance
(NCA) and Royal Berkshire Hospital NHS Foundation Trust (RBH), have both
renewed Bleepa subscriptions with annual inflationary price uplifts over a
3-year term. This was the first year that the Company saw revenues in excess
of £1m - a great base to build from.

 

Although still early in our commercial journey there is clear growth potential
represented by a renewing customer base and a healthy pipeline of CDC and
international opportunities. Therefore, we can justifiably state that the
strategy to move away from legacy products with non-recurring revenue and
towards Bleepa and SaaS is bearing fruit. We are delighted to see a repledged
commitment from the NHS to roll out the CDC programme, with renewed funding
commitment and multiple business cases being approved for CDC implementation,
building a market for the breadth of our product library. The team has stayed
very close to this programme, and our CEO has presented on the benefits of
Bleepa as a platform enabler of the CDC programme and as the 'third pillar' of
the build alongside investment in bricks and mortar and staff, to the APPG for
Diagnostics. This has provoked several conversations with both the national
NHS team and with multiple regions who are looking to implement CDCs. We
retain the view that the UK CDC opportunity represents a TAM of approximately
£96m/year and is an opportunity for which we are uniquely positioned to
deliver, given our breadth of functionality and medical device certification.

 

In India we have been focusing on both rural and city-based opportunities. Due
to the nature of the healthcare system and diverse geography we believe that
our products offer compelling solutions. Given the strength of our technology
base, we believe that the primary opportunity for India now lies with Bleepa
in a clinical/hospital setting, and the remote image acquisition solution.
Therefore, post period-end, although there may be a direct opportunity for
CareLocker as a patient-facing component of the Bleepa platform when sold to
large hospital chains or in facilitating remote screening services, we paused
marketing spend on CareLocker as a standalone product for imaging centre
patients, enabling the Company to focus on achieving regulatory approval for
Bleepa in order to service the growing pipeline. The Board's opinion is that
India remains a significant opportunity, so we have furthered our investment
in India with the appointment of Rohit Singh as in-country Managing Director
who has already identified several additional potential market opportunities
for Bleepa with various government organisations, including the Ministry of
Defence, and large hospital chains. In addition, post-period, we successfully
obtained an import license for Bleepa as a non-sterile non-invasive medical
device, with the Central Drugs Standard Control Organisation (CDSCO).

 

During the period the Company embarked on several internal initiatives
including a 200:1 share consolidation with a view to positively impacting the
liquidity and trading activity in the Company's shares and improving its
marketability to a wider investor group. In addition, the Board constructed
and implemented an ESG programme in collaboration with the management team and
in alignment with QCA best practice. Each member of the management team has
direct oversight and accountability of an ESG initiative within their area of
the business and will be reporting back to the board on a quarterly basis
around progress. Examples include adoption of green code and server
rationalisation within the technical team, consolidation and re-use of
marketing materials such as brochures and conference stands by the marketing
team (and recycling of materials wherever possible), optimisation of internal
systems, and monitoring device energy use by the support team. Most of these
ESG initiatives should also yield a cost saving alongside an environmental
impact. ESG has become an area of significant importance for UK companies and
is increasingly becoming a requirement in public sector contract tenders.

 

As such, our increasing ESG efforts will also help in our sales efforts to
organisations such as the NHS. Our CEO, Dr Tom Oakley was invited to become a
mentor on the NHS England Clinical Entrepreneur Programme, taking on two
mentees for the year, a commitment that sees him deliver an hour of mentoring
per mentee each month and which further cements our Company as partner to the
NHS, together building a better future for patients and clinicians.

 

The Board believes that we have great opportunities ahead of us and recognises
the need to build on the customer base that we have established. The NHS has
been through a challenging phase post-Covid, with a growing backlog
of patients and industrial unrest among the different staff
groups. Inevitably, decision-making processes have become protracted.
 We continue to believe that the functionality of Bleepa and CareLocker will
be key to the much-needed service improvement and productivity gains required
to stabilise the service. Our team has done exceptionally well to navigate
through these difficult trading times and to continue to stimulate the NHS
opportunity. The Board is optimistic about the near-term potential. Our
products are truly unique in the market and over the last year, we have
generated compelling evidence to demonstrate this via our partnership with our
NHS customers. We believe we are now well positioned to help a number of NHS
programmes. We will ensure delivery of key system priorities for the NHS and
benefit from the funding as it becomes available. Bleepa is the key that
unlocks the NHS digital strategy, and we intend to further monetise
opportunities in the coming year.

 

 

Rory Shaw

Non-executive Chairman

11 September 2023

 

CEO's Statement

 

Taking our proposition beyond the hospital walls of the NHS

 

We are delighted by the continued progress in 2023. In addition to driving new
lines of business and pursuing cross-provider care opportunities we
prioritised the renewal of existing customer contracts. A core component of
any SaaS model is understanding and extending the lifetime value of the
customer through the delivery of high-quality products and services. Our NHS
customers have renewed with us this year because of the value they see in and
from Bleepa. For example, Bleepa has now delivered over 11,700 referrals at
the Northern Care Alliance (NCA) and over 1,000 users across three hospitals
and has become an essential tool to daily clinical practice. Our recent
independent clinical evaluation at the NCA demonstrates the benefits of using
Bleepa in time and efficiency savings as well as improvements in communication
around patient care.

 

We have fought hard to be proactive and not complacent - we will not ignore
customer sites when they reach a steady state; we worked so hard to win them
that we believe we must work equally hard to keep them. Providing ongoing
value to clinicians and their patients is at the core of what we do and many
of the innovations that we identify through customer engagement help us to
develop features that unlock new business opportunities such as the CDC
programme.

 

The technical landscape is also always shifting, with customers adopting new
digital strategies and bringing on new digital systems that require us to
continuously ensure that Bleepa retains a clear value and performance
proposition. This approach has seen both RBH and the NCA renew their Bleepa
subscriptions with annual inflationary price uplifts over a three-year term.
These renewals were made possible by our participation in the G-Cloud 13
procurement framework, a key goal of the prior year and a core part of our
strategy to diversify our routes to market in the NHS.

 

2023 has been a pivotal year for the Company. We started the year with the
ambition to develop the Bleepa proposition to one that could deliver services
not just within hospitals but between care settings and that would let us
pursue much larger regional contracts for an emerging market of CDC customers.
I am pleased to say that we delivered this. For the last year
Bleepa-CareLocker has been facilitating the UK's first symptom-based care
pathway, connecting primary care and secondary care providers. Together with
our partner Queen Victoria Hospital (QVH) we have pioneered a new approach to
cross-provider care delivery and laid a digital foundation that can transform
the model of care pathways, bringing diagnostic testing upfront, earlier in a
pathway, reducing the requirement for outpatient appointments and for
traditional models of multidisciplinary care delivery (in-person meetings and
video calling).

 

This approach has enabled us to demonstrate a 69% reduction in patient wait
times compared to the national 18-week referral to treatment target (RTT),
without requiring additional clinical staff and whilst achieving potential
cost savings for our NHS customers in relation to the outpatient and MDT
reduction delivered.

 

Following our £450k pilot contract for the Sussex ICS with QVH, we were
awarded a nine-month, fixed-term contract extension for the Bleepa-CareLocker
CDC solution. This paid extension follows the success of the Company's
previous contract and was awarded because of the abandonment of QVH/Sussex
ICS's previous procurement process in March 2023. Feedback is now covering the
period of re-procurement whilst QVH/Sussex ICS undertakes a new tender
exercise under the Public Contracts Regulations 2015. The new tender process
for the next phase of the CDC programme rollout is due to commence imminently
and the Board is confident that our product offering is unique and unmatched
by other UK suppliers.

 

Our work at QVH/Sussex ICS has become a national flagship and a model system
of how CDCs can deliver impact nationwide. Post period, I had the privilege of
presenting this work to the APPG for Diagnostics, where I made the case for
Bleepa as the third pillar of building a CDC, alongside investment in bricks
and mortar and staffing. The reality is that the NHS urgently needs the extra
capacity that the CDC programme can deliver but we believe the only way that
this can be brought online ahead of winter pressures is digitally through
Bleepa. The APPG has given us a national platform from which we have engaged
directly with the national CDC leadership at NHS England (NHSE) and a number
of ICS regional leaders who are looking to deploy CDC pathways. Until Q2 of
CY2023 many ICSs have not had digital leadership in place, which has limited
procurement decisions and slowed the rollout of technology such as ours, a
situation that has further been compounded by the inflationary and budgetary
pressures created by the turmoil of last year. However, most ICSs have now
reached a point of operational maturity and some have appointed digital
leaders within their organisation. This, in combination with repledged funding
commitment from NHSE for the CDC programme and the usual concerns around
winter pressures, has put the CDC programme back at the top of the NHS
priority ladder. With the evidence that we have generated at QVH/Sussex and a
customer that we can now sell to, we are in a strong position to capitalise on
the opportunity ahead of us in the coming year.

 

The work around pathways and connecting across care settings is not unique to
the NHS. It is equally applicable to the private sector and internationally in
systems that are looking to redesign patient flow to reduce wait times and
maximise value for money. With this prospect in mind, we are currently
exploring opportunities for the utilization of the Bleepa pathway tool within
the UK private and insurance sector and internationally.

 

Internationally we have been focused on exploring the opportunity for our
products in India, following two successful trade missions to India in prior
periods with the UK Department of International Trade (now Department for
Business and Trade (DBT)), hosted by Lord Prior, then Chairman of NHS England.
Early on we partnered with the UK India Business Council (UKIBC) who DBT
introduced us to as an intermediary who help facilitate market entry into
India by UK companies. We finalised the setup of an Indian subsidiary in Q4
and commenced the process of registering Bleepa as a medical device in India,
in order to obtain an import license which would allow us to directly market
Bleepa to hospitals within India for clinical use. Although it may have been a
quicker process to import Bleepa through a third-party wholesaler, this posed
a risk to our IP due to the requirement to share our technical file
information and therefore, given that the Company views India as a long-term
opportunity which we need to approach diligently, it was preferential to use a
wholly-owned subsidiary as a local manufacturer and pursue in-country medical
device registration. Post-period, we successfully received an import license
for Bleepa as a non-sterile non-invasive medical device with the CDSCO in
India, allowing us to develop the pipeline of opportunity for Bleepa within
India.

 

Whilst awaiting medical device registration, we were able to continue delivery
of the Odisha pilot around remote image acquisition and AI screening, with
Qure.ai and AWS, as this was a pilot and not a commercial contract with a
customer. Given that we had demonstrated the technical success of the product
in this context we decided not to further expand the pilot programme beyond
the Odisha site until we were able to commercialise the technology, i.e., post
the award of local medical device registration for Bleepa. This pilot site has
enabled us to generate data that supports the frontline use of Bleepa and
which can now be leveraged to drive commercial opportunities for the platform.

 

In parallel to gaining regulatory approval for Bleepa, our strategy in the
Indian market has been to assess the prospects for CareLocker as a standalone
consumer offering. Initial discoveries showed that Indian imaging centres were
using costly, environmentally damaging, and outdated processes to transfer
patient images, presenting a strong opportunity for disruption. We deployed a
CareLocker pilot with an Indore-based imaging centre network, Sampurna
Diagnostics, to develop the commercial models and deepen our understanding of
the Indian healthcare sector and national initiatives. The Board believes that
there is a material opportunity in rural settings and smaller cities, such as
Indore, to provide a service that provides benefits over the current system.
However, subsequent research suggests that practices in Mumbai, and likely
other large cities, are currently very different. Since initial scoping
visits, a trend has emerged showing a tendency of PACS vendors to share images
with imaging centres and their patients for free, via WhatsApp, as they
currently derive revenue from other methods such as the sale of patient data.
It is the Board's belief that this would undermine the CareLocker proposition
as a paid-for consumer app whilst there is a lack of consumer and provider
appetite to pursue stricter data governance regulations. There are indications
of a tightening in the Indian Government's position on this, and the Company
remains well placed to respond flexibly if legislation turns into regulation
with financial penalties, which may stimulate a reemergence of this large
sales opportunity. For now, we will focus on the opportunity presented by
smaller cities and rural areas and have, post period, paused the marketing of
CareLocker to imaging centre patients as we continue to build a pipeline of
Bleepa sales now that regulatory approval has been granted. Initial market
engagements around Bleepa and the Bleepa remote access pilot in Odisha, shows
there may be a direct opportunity for CareLocker as a patient-facing component
of the Bleepa platform, when sold to large hospital chains or in facilitating
remote screening services.

 

The Board believes that the primary opportunity for India now lies firmly with
Bleepa as a hospital offering and as a remote image acquisition solution. The
Board still sees significant opportunity in India, so we have furthered our
investment in India with the appointment of Rohit Singh as in-country Managing
Director. Rohit joined us from the UKIBC, which facilitates the introduction
of UK companies into the Indian market, where he helped build the India
advisory practice - a real validation and endorsement Feedback's Indian
strategy. Rohit has already identified several additional potential market
opportunities for Bleepa with government organisations, including the Ministry
of Defence, and large hospital chains, that we believe can be unlocked
following Bleepa's medical device registration in India. We remain excited by
the opportunity that this market represents and estimate a TAM of
approximately £1 billion.

Business strategy

 

The Company's strategy is to pursue opportunities for cross-provider care
delivery where we expect to recognise higher contract values and operational
margins, within a less competitive environment. This will predominantly be in
the CDC space in the UK, for which we estimate the total addressable market as
£96m, and remote care settings in India. The Company will, however, continue
to target its core products at traditional NHS opportunities with individual
NHS trusts around clinical communication and replacement of legacy
communication methods such as pagers and fax machines.

 

The decision-making process and associated sales cycle is currently
particularly long within the NHS, due to several factors described above and,
as such, the Company is also targeting parallel market segments for our
technology that require minimal additional product development and where there
is a mirror value proposition that we understand and can sell into, such as
India. More recently this has led us to consider applications in the UK
private sector which we intend to pursue in the next financial year.

 

To date, our commercial success has been derived from our ability to leverage
and repurpose our legacy technologies, resulting in the creation of Bleepa,
CareLocker and Bleepa Box . In addition, we opportunistically seek to license
components of our Cadran technology to third parties, generating recurring
royalty revenue from non-core assets, as demonstrated by the licensing of
Cadran to Imaging Engineering LLC in the USA for fluoroscopy image capture.
The license agreement with Image Engineering yielded royalty revenue of
£0.14m (2022: £0.14m) in the period, with a minimum ongoing annual royalty
expectation of US$70k per annum until end CY2025.

 

Leveraging legacy technology and developing our existing products to maximise
product market fit and maintain our competitive advantage will remain a core
strategy for the Company and will result in continued software development
spend on a measured basis. The Company will also continue its strategy of
robust regulatory certification and IP protection alongside the programme of
software production as a medical device.

 

Maintaining our lead - regulatory excellence

 

During the period the Company successfully recertified for a number of its
accreditations including:

·      ISO13485, the standard for quality of our product manufacturing
process (a pre-requisite to medical device certification);

·      ISO27001, relating to data governance and management;

·      Cyber Essentials Plus, data security and resilience; and

·      DCB0129, clinical risk management.

 

These standards are an essential component of our product development and
directly affect our ability to sell to the NHS and international customers.
Successfully revalidating against these standards has also enabled the Company
to complete the technical file for the latest version of Bleepa v1.5, and to
affix a UKCA mark to this product release. Bleepa v1.5 incorporates a number
of advanced features including:

·      the ability to share the patient record to a clinician outside of
the current hospital deployment (where data sharing permission is present),
enabling users to have conversations with potentially any clinician in the
country, for ever-improved care to the patient, opening the potential for
truly regional or national care delivery;

·      enhanced features for document capture such as document preview
and categorisation, which enable users to contribute to the patient record
with virtually any medical information (referral letter, ECG trace, blood
report, etc.); and

·      improved messaging functionalities such as tagging teams and
individuals and making structured notes to enable users to communicate even
more intuitively, quickly and safely.

 

Board changes

 

Tim Irish stepped down from the board on 01 June 2022, after five years of
service for the Company. Annemijn Eschauzier joined the board as a NED on 01
June 2022 and brings with her a wealth of commercial and leadership experience
across marketing, sales and business development in the healthcare sector.

 

Financial review

 

                                            2023    2022
 Key performance indicators                 £m      £m
 Revenue                                    1.02    0.59
 Gross margin                               92%     83%
 Sales (non IFRS)                           1.27    0.67

 Operating expenses                         (4.36)  (3.00)
 Operating loss                             (3.42)  (2.51)
 EBITDA loss (non IFRS)                     (2.61)  (1.96)

 Cash outflows from operating activities    (1.79)  (1.25)
 Cash outflows from investing activities    (1.20)  (1.15)
 Cash & cash equivalents end of period      7.32    10.31

 Intangible assets                          3.71    3.29
 Contract liabilities (deferred income)     0.44    0.20
 Net assets                                 10.87   13.71

Revenue for the year ended 31 May 2023 increased 74% to £1.02m (2022:
£0.59m). The growth reflects the significant increase in average contract
value for Bleepa-CareLocker compared to legacy products, with
Bleepa-CareLocker comprising 74% of revenue. In addition, revenue for the
period was positively impacted by a one-off item related to the 12-month
extension of the QVH/Sussex ICS pilot, a £0.45m contract awarded in September
2022 but covering the 12-month period from 31 March 2022, resulting in £0.19m
of revenue being recognised related to the 5-month period prior to contract
signing.

 

Gross margin increased to 92% due to the one-off revenue impact of the
12-month extension of the QVH/Sussex ICS pilot as described above and due to
the prior year being impacted by one-off BleepaBox hardware costs.

 

Sales, a non IFRS measure representing the total customer contract value
invoiced in the period, increased 89% to £1.27m (2022: £0.67m).
Bleepa-CareLocker contributed £1.0m (2022: £0.26m) and Image Engineering
license fees contributed £0.14m (2022: £0.14m), of which 37% is recurring
minimum royalties with the balance related to bespoke software development
license fees. Sales in 2023 include two contract awards with QVH/Sussex ICS
which occurred during the period, being the £0.45m pilot in September 2022
and the £0.38m pilot extension in March 2023. Sales are recognised as revenue
monthly across the life of a customer contract (typically 12 months), with any
amount not recognised as revenue in the current financial year remaining on
the balance sheet as contract liabilities (deferred income) and recognised as
revenue in the forthcoming financial year. Contract liabilities (or deferred
income) as at period end was £0.44m (2022: £0.20m).

 

Operating expenses increased 45% to £4.36m (2022: £3.00m), primarily due to
the full-year effect of headcount expansion, increasing amortisation of Bleepa
software development costs, and additional discovery and research costs
related to NHS system integrations with Bleepa and cloud architecture
optimisation. Operating loss increased to £3.42m (2022: £2.51m). EBITDA
loss, excluding depreciation and amortisation charges of £0.81m (2022:
£0.55m), increased 33% to £2.61m (2022: £1.96m).

 

Cash outflows from operating activities increased 43% to £1.79m (2022:
£1.25m) primarily due to higher operating expenses offsetting higher sales,
and the prior period containing the benefit of two R&D tax credit refunds
totaling £0.77m. Cash outflows from investing activities, primarily being
software development expenditures with Graylight Imaging, increased 4% to
£1.20m (2022: £1.15m). The Group's cash position as at 31 May 2023 was
£7.32m (31 May 2022: £10.31m), a decrease of £2.99m over the prior year.

 

Intangible assets increased by £0.42m to £3.71m (2022: £3.29m), primarily
representing capitalised software development expenditures of £1.23m, offset
by amortisation and impairment charges of £0.80m (2022: £0.54m).  Net
assets decreased to £10.87m (2022: £13.71m) as at 31 May 2023.

 

Benefitting from the digital revolution

 

The Company's primary focus is, and will continue to be, on the NHS and as we
pursue opportunities in the emerging CDC space where we see a growing amount
of government investment and substantial clinical, operational and political
need for our technologies. The results that have been delivered against a
disrupted and unfavorable market climate demonstrate the continued upward
trajectory of the Company as it pursues its strategy of delivering cutting
edge technology to frontline clinicians across healthcare settings. We aim to
increase our annual recurring revenue base through both existing customer
renewals and winning new and larger customers and will do this by delivering
quality products to our customers and providing close support to ensure that
they derive ongoing and increasing value from them, and by being adaptive to
the wider changing healthcare environment, pursuing new areas of opportunity
and occasionally revisiting previous areas of opportunity should they
resurface. One such area may be the original Bleepa value proposition as a
regulatory compliant WhatsApp replacement. Bleepa was launched in Q3 CY2020 as
a replacement for the traditional pager and WhatsApp, a value proposition that
led to sales to both NCA and RBH; however, following a temporary relaxation of
data sharing rules during COVID by NHSx and the collapse of the NHSx Clinical
Communication Framework following a procurement challenge in 2022, the
WhatsApp value proposition declined. Recognising the growing difficulty of
achieving sales against this use case, we pivoted to delivering cross-provider
services for the CDC space.

 

At the beginning of August 2023, the Information Commissioners Office (ICO)
reprimanded a Trust for its use of WhatsApp and over 500 breaches of patient
confidentiality as a result of its use. This is the first time that the
regulator has challenged a Trust around the use of WhatsApp. The ICO stated
that there was 'no excuse' for the use of WhatsApp within clinical services
and that they expected all NHS providers to take heed of this warning and take
appropriate steps. This is a sign that the regulator is gearing up to take
action on the use of WhatsApp in clinical settings and we know from the BMJ
that this practice remains widespread with over 98% of clinicians using it
routinely for clinical communication. If this warning is picked up by NHS
providers then it may reopen the original market and value proposition for
Bleepa within an inpatient setting, it is too early to tell if this will be
the case but if the ICO pursues further action against other sites then this
could quickly build momentum and is an area that we will closely monitor. What
is of particular interest is that the Trust in question stated, as a
mitigating action, that they would be looking at technologies to support the
secure transfer and display of images and videos, which suggests that the GDPR
breach was larger than publicly disclosed in the ICO warning and implies that
there is a wider concern around the handling of patient data, especially
patient images. The Directors still believe that Bleepa is the only
communication platform available in the UK that is certified for the sharing
and display of clinical images, meaning that if image exchange is expressly
listed within the areas of concern then Bleepa is uniquely positioned to
address this need.

 

The recent ICO ruling is not the only indication that the landscape is further
aligning to our value proposition. The release of guidance by NHSE around CDC
based pathways in May 2023 and the subsequent announcements in August 2023
around the role of CDCs in the government's winter pressure planning and in
facilitating GP Direct Access, shows the role that CDCs and their associated
pathways are set to play in the national agenda. This has been reinforced by
the approval of a number of CDC business cases in the last few months alone.
However, the digital component of CDCs had been an afterthought until the
publication of the Hewitt report which highlighted the need to level up basic
digital infrastructure in all parts of the system, not simply within acute
hospitals; the need to support multi-disciplinary working through
digitally-enabled tools that connect primary, community, intermediate care and
acute hospital teams and the need to implement shared digital records and
rostering systems to help staff work more effectively and to reduce their
administrative burden. These were all points that I built upon when I
presented to the APPG for Diagnostics in July 2023 and made the case directly
to ministers and senior NHSE leadership for digital as the third pillar of
build alongside investments in bricks and mortar and staffing, a message that
is now taking root and beginning to gain traction. The results to date of our
pilot with QVH/Sussex ICS are highly compelling (an approximate 69% reduction
in patient referral to treatment wait times, without needing additional
clinical personnel and in a way that we believe is cash releasing) and their
impact, if scaled nationally, is compelling.

 

In the last year we have set the scene that our technology represents a core
infrastructure, a foundation stone to the NHS's plans around addressing winter
pressures and reducing care backlogs. This is a message that is now gaining
traction with national and regional stakeholders. The scene is set for our
success and now, in the current financial year, we seek to build upon this and
drive the growth of our technology as quickly as possible across the system,
becoming that third pillar of build for the NHS CDC programme.

 

Outlook

 

We are delighted with the continued progress made during the period - with the
shift from legacy products. The opportunity afforded by Bleepa and CareLocker
both domestically and overseas provides us with tremendous optimism as we
focus on generating new contracts from our ongoing dialogues with interested
parties, which we believe will further enhance levels of recurring revenue
visibility. The additional paid for Sussex CDC extension (announced in April)
further validates our strategy and we remain hopeful that we will be
successful in the procurement process. With CDCs continuing to explore avenues
to reduce waiting times we believe that our performance to date provides
compelling testament to our capabilities - with early results from our current
CDC programme highlighting an approximate 69% reduction in diagnostics wait
times versus the national target.

 

Furthermore, we are extremely excited by global opportunities - with inroads
in India highlighting the scalability of our solutions. Importantly, we
believe that increased regulatory demands both in the UK and India will
further underpin demand. There is increasing focus on technologies to secure
the transfer and display of images and videos, and we believe that the
landscape is very much moving in our favour - with digital infrastructure and
digitally enabled tools seen as key solutions to significant administrative
burdens. This is especially prevalent when considering winter pressures and
the growing requirement to reduce care backlogs - and we believe that given
our pipeline and capabilities that we will be at the forefront of change in
the coming year.

Dr Tom Oakley

Chief Executive Officer

11 September 2023

 

Consolidated Statement of Comprehensive Income

for the year ended 31 May 2023

                                                                                                 Note                    2023                                      2022

                                                                                                                                           £                                         £
 Revenue                                                                        4                                       1,024,997                                 588,576
 Cost of sales                                                                                                          (84,276)                                  (99,321)

 Gross profit                                                                                                           940,721                                   489,255
 Other operating expenses                                                       5                                       (4,362,675)                               (3,002,489)

 Operating loss                                                                 6                                       (3,421,954)                               (2,513,234)
 Net finance income                                                             7                                       47,868                                    2,012

 Loss before taxation                                                                                                   (3,374,086)                               (2,511,222)
 Tax credit                                                                     9                                       455,909                                   392,631

 Loss after tax attributable to the equity shareholders of the Company                                                  (2,918,177)                               (2,118,591)

 Other comprehensive income/(losses)
 Translation difference on overseas operation                                                                           (2,243)                                   -
 Total comprehensive expense for the year                                                                               (2,920,420)                               (2,118,591)

 Loss per share (pence)
 Basic and diluted*                                                             11                                      (21.88)                                   (22.67)

 

*The 2022 Loss per share has been presented on a proforma basis by applying
the 200:1 share consolidation to the weighted average number of ordinary
shares of that period.

 

 

Consolidated Statement of Changes in Equity

for the year ended 31 May 2023

 

 GROUP                                                       Share Capital  Share Premium  Capital Reserve  Retained Earnings  Translation Reserve  Share option Reserve  Total
                                                             £              £              £                £                  £                    £                     £
 At 31 May 2021                                              2,667,330      8,860,079      299,900          (6,730,478)        (209,996)            381,774               5,268,609

 Loss of the year and Total comprehensive loss for the year  -              -              -                (2,118,591)        -                    -                     (2,118,591)
 New shares issued                                           4,000,000      7,200,000      -                -                  -                    -                     11,200,000
 Costs of new shares issued                                  -              (709,008)      -                -                  -                    -                     (709,008)
 Share options lapsed                                        -              -              -                -                  -                    -                     -
 Share-based payments                                        -              -              -                -                  -                    68,264                68,264
 Total transactions with owners                              4,000,000      6,490,992      -                -                  -                    68,264                10,559,256

 At 31 May 2022                                              6,667,330      15,351,071     299,900          (8,849,069)        (209,996)            450,038               13,709,274

 Loss of the year                                            -              -              -                (2,918,177)        -                    -                     (2,918,177)
 Other comprehensive loss for the year                                                                                         (2,243)              -                     (2,243)
 Loss of the year and Total Comprehensive Loss for the year                                                 (2,918,177)        (2,243)                                    (2,920,420)
 New Shares issued                                           -              -              -                -                  -                    -                     -
 Costs of new shares issued                                  -              (830)          -                -                  -                    -                     (830)
 Share-based payments                                        -              -              -                -                  -                    80,859                80,859
 Total transactions with owners                              -              (830)          -                -                  -                    80,859                80,029

 At 31 May 2023                                              6,667,330      15,350,241     299,900          (11,767,246)       (212,239)            530,897               10,868,883

 

 

 

 COMPANY                                                                 Share Capital   Share Premium   Retained Earnings   Share option Reserve   Total
                                                                         £               £               £                   £                      £
 At 31 May 2021                                                          2,667,330       8,860,079       (6,855,858)         381,774                5,053,325

 Loss of the year and Total comprehensive loss for the year              -               -               (559,408)           -                      (559,408)
 New shares issued                                                       4,000,000       7,200,000       -                   -                      11,200,000
 Costs of new shares issued                                              -               (709,008)       -                   -                      (709,008)
 Share-based payments                                                    -               -                                   68,264                 68,264
 Total transactions with owners                                          4,000,000       6,490,992       -                   68,264                 10,559,256

 At 31 May 2022                                                          6,667,330       15,351,071      (7,415,266)         450,038                15,053,173

 Profit of the year and Total comprehensive income for the year          -               -               1,703,482           -                      1,703,482
 Costs of new shares issued                                              -               (830)           -                   -                      (830)
 Share-based payments                                                    -               -               -                   80,859                 80,859
 Total transactions with owners                                          -               (830)           -                   80,859                 80,029

 At 31 May 2023                                                          6,667,330       15,350,241      (5,711,784)         530,897                16,836,684

 

 

Consolidated Balance Sheet

for the year ended 31 May 2023

                                                                                    2023          2022
                                                                         Notes      £             £
 Assets
 Non-current assets
 Property, plant and equipment                                           13         14,909        8,367
 Intangible assets                                                       14         3,710,946     3,288,811
                                                                                    3,725,855     3,297,178

 Current assets
 Trade and other receivables                                             15         225,302       308,293
 Corporation tax receivable                                                         455,641       392,351
 Cash and cash equivalents                                                          7,317,534     10,305,577
                                                                                    7,998,477     11,006,221

 Total assets                                                                       11,724,332    14,303,400

 Equity
 Capital and reserves attributable to the Company's equity shareholders
 Called up share capital                                                 18         6,667,330     6,667,330
 Share premium account                                                   18         15,350,241    15,351,071
 Capital reserve                                                         18         299,900       299,900
 Translation reserve                                                     18         (212,239)     (209,996)
 Share option expense reserve                                            18         530,897       450,038
 Retained earnings                                                       18         (11,767,246)  (8,849,069)
 Total equity                                                                       10,868,883    13,709,274

 Liabilities
 Current liabilities
 Trade and other payables                                                16         855,449       594,126
                                                                                    855,449       594,126

 Non-current liabilities
 Contract liabilities                                                    16         -             -
                                                                                    -             -

 Total liabilities                                                                  855,449       594,126

 Total equity and liabilities                                                       11,724,332    14,303,400

 

The financial statements were approved and authorised for issue by the Board
of Directors on 11 September 2023 and were signed below on its behalf by:

 

Consolidated Cash Flow Statement

for the year ended 31 May 2023

                                                       2023         2022
                                                       £            £

 Cash flows from operating activities
 Loss before tax                                       (3,374,086)  (2,511,222)
 Adjustments for:

 Net finance income                                    (47,868)     (2,012)
 Depreciation and amortisation                         809,333      552,931
 Impairment of intangible assets                       6,695        -
 Translation difference in overseas operation          (2,243)      -
 Share based payment expense                           80,859       68,265
 Decrease/(Increase) in trade receivables              94,876       (198,754)
 Decrease/(Increase) in other receivables              (11,885)     28,503
 Increase/(Decrease) in trade payables                 (103,570)    (30,100)
 Increase/(Decrease) in other payables                 364,891      71,397
 Corporation tax received                              392,619      767,400
 Total adjustments                                     1,583,707    1,257,630

 Net cash used in operating activities                 (1,790,379)  (1,253,592)

 Cash flows from investing activities
 Purchase of tangible fixed assets                     (19,083)     (5,450)
 Purchase of intangible assets                         (1,225,619)  (1,149,246)
 Net finance income received                           47,868       2,012

 Net cash used in investing activities                 (1,196,834)  (1,152,684)

 Cash flows from financing activities
 Net proceeds of share issue                           (830)        10,490,991

 Net cash generated from financing activities          (830)        10,490,991

 Net increase/(decrease) in cash and cash equivalents  (2,988,043)  8,084,715
 Cash and cash equivalents at beginning of year        10,305,577   2,220,862

 Cash and cash equivalents at end of year              7,317,534    10,305,577

 

 

Notes to the Financial Statements

 

1.    General information

The Company is a public limited company limited by shares, domiciled in the
United Kingdom and incorporated under registered number 00598696 in England
and Wales. The Company's registered office is 201 Temple Chambers, 3-7 Temple
Avenue, London, England, United Kingdom, EC4Y 0DT.

 

The Company is quoted on AIM, a market operated by the London Stock Exchange.
These Financial Statements were authorised for issue by the Board of Directors
on 11 September 2023.

 

2.    Adoption of the new and revised International Financial Reporting
Standards
 

 

The Company has adopted all of the new or amended Accounting Standards and
Interpretations issued by the International Accounting Standards Board (IASB)
that are mandatory for the current reporting period.

 

The following new and revised Standards and Interpretations are relevant to
the Company, but the Company has not early adopted these new standards. The
Directors do not anticipate that the adoption of these standards will have a
material impact on the reported results of the Company:

 

-       IFRS 7 Financial Instruments: Disclosures amendments regarding
supplier finance arrangements

-       IAS 1 Presentation of Financial Statements - amendment regarding
the classification of; liabilities as current or non-current; disclosure of
accounting policies; classification of debt with covenants

-       IAS 7 Statement of Cash Flows - amendment regarding supplier
finance arrangements

-       IAS 8 Accounting Policies, Changes in Accounting Estimates and
Errors - amendment regarding the definition of accounting estimates

-       IAS 12 Income Taxes - Amendments regarding; deferred tax on
leases and decommissioning obligations and providing a temporary exception to
the requirements regarding deferred tax assets and liabilities related to
pillar two income taxes

 

3.        Significant accounting policies

(a)   Basis of preparation

These financial statements have been prepared in accordance with UK adopted
international accounting standards. The policies set out below have been
consistently applied to all the years presented.

 

No separate income statement is presented for the parent Company as provided
by Section 408, Companies Act 2006.

 

(b)   Basis of consolidation

The Group financial statements consolidate the financial statements of
Feedback plc and its subsidiaries (the "Group") for the years ended 31 May
2023 and 2022 using the acquisition method.

 

The financial statements of subsidiaries are prepared for the same reporting
year as the parent company, using consistent accounting policies.  All
inter-company balances and transactions, including unrealised profits arising
from them, are eliminated.

 

Subsidiaries are fully consolidated from the date on which control is
transferred to the Group and cease to be consolidated from the date on which
control is transferred out of the Group.

 

Investments in subsidiary companies are held at cost less any impairment.
Impairment reviews are performed annually or more frequently if events or
changes in circumstances indicate a potential impairment.

 

The impairment review compares the carrying value to the recoverable amount,
which is calculated as the higher of the value in use and the fair value less
costs to sell.

 

(c)   Going Concern

The Group incurred a net loss of £2,920,420 for the year ended 31 May 2023
however it had net assets of £10,868,883 inclusive of £7,317,534 of cash and
cash equivalents at 31 May 2023. The directors have considered the
applicability of the going concern basis in the preparation of the financial
statements. This included a review of financial results, internal budgets and
cash flow forecasts to 30 September 2024, including downside scenarios.

 

After making enquiries, the Directors have a reasonable expectation that the
Group has adequate resources to continue in operational existence for the
foreseeable future, and that the Group and Company will have sufficient funds
to continue to meet their liabilities, including providing financial support
to the Company's subsidiaries, as they fall due for at least twelve months
from the date of approval of the financial statements. Accordingly, the
Directors believe that the Group and Company are a going concern and have
therefore prepared the financial statements on a going concern basis.

 

(d)   Intangible assets

Intangible assets are carried at cost less accumulated amortisation and
accumulated impairment losses. An intangible asset acquired as part of a
business combination is recognised outside goodwill if the asset is separable
or arises from contractual or other legal rights and its fair value can be
reliably measured.

 

The significant intangible asset cost related to external software
development of products which are integral to the trade of the Group's medical
imaging products.

 

Amortisation and impairment charges are recognised in other operating expenses
in the income and expenditure account. Internal development costs are not
capitalised but written off during the year in which the expenditure is
incurred.

 

The carrying value of intangible assets which are not yet being amortised
because they are not yet available for use are reviewed for impairment
annually. The carrying value of intangible assets which are currently being
amortised are reviewed for impairment when there is an indication that they
may be impaired.  Impairment losses are recognised in other operating
expenses in the income and expenditure account.

 

Costs incurred on development projects (relating to the design and testing of
new or improved products) are recognised as intangible assets when it is
probable that the project will be a success, considering its commercial and
technological feasibility, and costs can be measured reliably. Only external
software development expenditure is capitalised. Internal research expenditure
is written off in the year in which it is incurred. Other development
expenditure is recognised as an expense as incurred. Intangible assets that
have a finite useful life and that have been capitalised are amortised on a
straight-line basis as follows:

 

 Intangible asset        Useful economic life

 Intellectual Property   5 - 10 years
 Customer relationships  4 years
 Software development    5 years

 

Intellectual Property primarily relates to patent and trademark application
costs. Software development costs capitalised in the year relate to products
and product improvements which are yet to be ready for use.

 

(e)   Valuation of Investments

Investments held as non-current assets are stated at cost less provision for
impairment.

 

(f)    Cash and cash equivalents

Cash and cash equivalents include cash in hand, deposits held at call with
banks, other short-term highly liquid investments with original maturities of
three months or less, and bank overdrafts. When used, bank overdrafts are
shown within borrowings in current liabilities on the balance sheet.

 

(g)   Goodwill

Business combinations on or after 1 April 2006 are accounted for under IFRS 3
using the acquisition method. Any excess of the cost of business combinations
over the Group's interest in the net fair value of the identifiable assets,
liabilities and contingent liabilities is recognised in the balance sheet as
goodwill and is not amortised.

 

After initial recognition, goodwill is not amortised but is stated at cost
less accumulated impairment loss, with the carrying value being reviewed for
impairment, at least annually and whenever events or changes in circumstance
indicate that the carrying value may be impaired.

 

For the purposes of impairment testing, goodwill is allocated to the related
cash generating units monitored by management. Where the recoverable amount of
the cash generating unit is less than its carrying amount, including goodwill,
an impairment loss is recognised in the statement of comprehensive income.

 

(h)   Property, plant and equipment

All property, plant and equipment is stated at historical cost less
depreciation. Depreciation on other assets is provided on cost or valuation
less estimated residual value in equal annual instalments over the estimated
lives of the assets. The rates of depreciation are as follows:

Computer and office equipment               10 - 50% p.a.

Gains and losses on disposals are determined by comparing the proceeds with
the carrying amount and are recognised in the income statement.

 

(i)    Foreign currency

Transactions denominated in foreign currencies are translated into sterling at
the rates ruling at the date of the transactions. Monetary assets and
liabilities denominated in foreign currencies at the balance sheet date are
translated at the rates ruling at that date. These translation differences are
dealt with in the income statement.

Translation to presentation currency: The results and financial position of
Group entities (none of which has the currency of a hyper‐inflationary
economy) that have a functional currency different from the presentation
currency (GBP) are translated into the presentational currency as follows:

 

·      assets and liabilities presented are translated at the closing
rate at the date of that reporting period;

·      income and expenses are translated at average exchange rates; and

·      all resulting exchange differences are recognised in other
comprehensive income.

 

On consolidation, exchange differences arising from the translation of the net
investment in foreign operations are taken to other comprehensive income.

 

(j)    Revenue recognition

Sales transactions include software installation, software licenses,
scientific and software support and consultancy. Revenue is measured at the
fair value of the contractually agreed consideration received or receivable
and represents amounts receivable for services provided in the normal course
of business, net of VAT.

 

The Group recognises revenue on the basis of following IFRS15 whereby revenue
is recognised on the promise of goods and services to the customer at the
transaction price contractually agreed and once the performance obligations
have been met.

 

Revenue relating to software consultancy and similar services is recognised as
the services are performed and completed. The invoice is recognised on a
linear basis over the duration of the contract.

 

Revenue relating to the sale of software licences such as Bleepa or associated
support services is recognised over the contractual period to which the
licence relates or the duration of the support contract.

 

Revenue recognised from the sale of TexRAD software and related scientific
support services are recognised over the estimated duration of the Group's
involvement in a customer's project which is considered to represent its
performance obligation. This is that the Group will provide the support
required as agreed when the sale was made.

 

The difference between the amount of revenue from contracts with customers
recognised and the amount invoiced on a particular contract is included in the
statement of financial position as contract liabilities. Normally, the full
contract value is invoiced when the customer's purchase order is received.

 

Cash payments received as a result of this advance billing are not
representative of revenue earned on the contract as revenues are recognised
over the duration of the contract (typically twelve months). Contract
liabilities which are expected to be recognised within one year are included
within current liabilities. Contract liabilities which are expected to be
recognised after one year are included within non-current liabilities.

 

(k)   Pension Costs

The Group operated a defined contribution pension scheme during the year. The
pension charge represents the amounts payable by the Group to the scheme in
respect of that year.

 

(l)    Taxation

The tax credit represents the sum of the current tax credit and deferred tax
credit.

 

The tax currently payable is based on taxable profit for the period. Taxable
profit differs from net profit as reported in the income statement because it
excludes items of income or expense that are taxable or deductible in other
years and it further excludes items that are never taxable or deductible. The
Group's liability for current tax is calculated by using tax rates that have
been enacted or substantively enacted by the balance sheet date.

 

Deferred tax is the tax expected to be payable or recoverable on differences
between the carrying amount of assets and liabilities in the financial
statements and the corresponding tax bases used in the computation of taxable
profit and is accounted for using the balance sheet liability method.

 

Deferred tax liabilities are recognised for all taxable temporary differences
and deferred tax assets are recognised to the extent that it is probable that
taxable profits will be available against which deductible temporary
differences can be utilised. Such assets and liabilities are not recognised if
the temporary difference arises from the initial recognition of goodwill or
from the initial recognition (other than in a business combination) of other
assets and liabilities in a transaction which affects neither the tax profit
nor the accounting profit.

 

Deferred tax liabilities are recognised for taxable temporary differences
arising on investments in subsidiaries, except where the Group is able to
control the reversal of the temporary difference and it is probable that the
temporary difference will not reverse in the foreseeable future.

 

Deferred tax is calculated at the tax rates that are expected to apply to the
period when the asset is realised or the liability is settled based upon tax
rates that have been enacted or substantively enacted by the balance sheet
date.

 

Deferred tax is charged or credited in the income statement, except when it
relates to items credited or charged directly to equity, in which case the
deferred tax is also dealt with in equity.

 

(m)  Financial instruments

Financial assets

Financial assets are measured at amortised cost, fair value through other
comprehensive income (FVTOCI) or fair value through profit or loss (FVTPL).
The measurement basis is determined by reference to both the business model
for managing the financial asset and the contractual cash flow characteristics
of the financial asset. The group's financial assets comprise of trade and
other receivables and cash and cash equivalents.

 

Trade receivables

Trade receivables are measured at amortised cost and are carried at the
original invoice amount less allowances for expected credit losses. Expected
credit losses are calculated in accordance with the simplified approach
permitted by IFRS 9, using a provision matrix applying lifetime historical
credit loss experience to the trade receivables. The expected credit loss rate
varies depending on whether, and the extent to which, settlement of the trade
receivables is overdue and it is also adjusted as appropriate to reflect
current economic conditions and estimates of future conditions.

 

For the purposes of determining credit loss rates, customers are classified
into groupings that have similar loss patterns. The key drivers of the loss
rate are the aging of the debtor, the geographic location and the customer
type (public vs private).

 

When a trade receivable is determined to have no reasonable expectation of
recovery it is written off, firstly against any expected credit loss allowance
available and then to the income statement.

 

For trade receivables, which are reported net, such provisions are recorded in
a separate provision account with the loss being recognised in the
consolidated statement of comprehensive income Subsequent recoveries of
amounts previously provided for or written off are credited to the income
statement.

 

Cash and cash equivalents

Cash and cash equivalents comprise cash at hand and deposits with maturities
of three months or less.

 

Financial liabilities

The Group's financial liabilities consist of trade payables and other
financial liabilities. Financial liabilities are classified as measured at
amortised cost or FVTPL. A financial liability is classified as FVTPL if it is
held-for trading, it is a derivative or it is designated as such on initial
recognition. Other financial liabilities are subsequently measured at
amortised cost using the effective interest method. Interest expense is
recognised in profit or loss.

 

(n)   Employee share options and warrants

The Group has applied the requirements of IFRS 2 Share-based Payments.

 

The Group has issued equity-settled share-based payment transactions to
certain employees and previously issued warrants to the vendors of the
acquired subsidiary, TexRAD Limited. Equity-settled share-based payment
transactions are measured at fair value at the date of grant. The fair value
determined at the grant date of equity-settled share-based payments is
expensed on a straight-line basis over the vesting period, based on the
Group's estimate of shares that will eventually vest.

 

Fair value is measured by use of the Black Scholes option pricing model for
share options without performance obligations and the Monte Carlo option
pricing model for share options with performance obligations. The expected
life used in the model has been adjusted, based on management's best estimate,
for the effect of non-transferability, exercise restrictions, and behavioural
considerations.

 

(o)   Key areas of judgement

 

The preparation of financial statements requires the Board of Directors to
make estimates and judgments that affect reported amounts of assets,
liabilities, revenues and expenses. These estimates and judgements are based
on historical experience and various other assumptions that management and the
Board of Directors believe are reasonable under the circumstances, the results
of which form the basis for making judgments about the carrying value of
assets and liabilities that are not readily apparent from other sources.

 

The key areas of judgement are:

 

·      Intangible assets - Patent and trademark applications are
included at cost less amortisation and impairment. Other intangible assets
including development costs are recognised only when it is probable that a
project will be a success. There is a risk therefore that a project previously
assessed as likely to be successful fails to reach the desired level of
commercial or technological feasibility. Where there is no probable income to
be generated from these assets an estimation of the carrying value and the
impairment of the intangible assets and development costs, including goodwill,
has been made.

 

·      Fair value measurement - share options and warrants issued
included in the Group's and Company's financial statements require measurement
at fair value. The calculation of fair values requires the use of estimates
and judgements, details of the valuation can be found in Note 18 of this
report.

 

·      Revenue recognition - revenue on the sale of software and
provision of related scientific support services is recognised over the
expected duration of the group's involvement in customer's projects as the
group's staff contribute significant support, analysis and input to those
customers using our software for research purposes. Judgement based on past
experience is used to determine the expected duration of involvement over
which income should be deferred and recognised however the duration of the
group's involvement may vary from expectations.

 

4.    Segmental reporting

The Directors have determined that the operating segments based on the
management reports which are used to make strategic decisions are medical
imaging and head office. The trading activities of the Company solely relate
to Medical Imaging and the Head Office covers the costs of running the parent
company, Feedback PLC.

 Year ended 31 May 2023                                                     Medical Imaging  Head Office          Total
                                                                            £                £                    £
 Revenue
 External                                                                   1,024,997        -                    1,024,997
 Expenditure
 Total (excluding depreciation and amortisation)                            (2,613,702)      (976,048)            (3,589,750)
 Depreciation and amortisation                                              (809,333)                             (809,333)
 Loss before tax                                                            (2,398,038)      (976,048)            (3,374,086)
 Tax credit                                                                 455,909          -                    455,909

 Balance sheet
 Total assets                                                               4,693,140        7,031,192            11,724,332
 Total liabilities                                                          (767,656)        (87,793)             (855,449)
                                                                            3,925,484        6,943,399            10,868,883

 Capital expenditure (all located in the UK)                                (1,244,702)      -                    (1,244,702)

 The revenues from external customers in 2023 are comprised of the following
 products Bleepa-CareLocker: £753,937, Image Engineering license fees:
 £143,282 and legacy products Cadran PACS and Texrad: £127,778.

 Year ended 31 May 2022                                                     Medical Imaging  Head Office  Total

                                                                            £                £            £
 Revenue
 External                                                                   588,576          -            588,576

 Expenditure
 Total (excluding depreciation and amortisation)                            (1,629,998)      (916,869)    (2,546,867)
 Depreciation and amortisation                                              (552,931)        -            (552,931)
 Loss before tax                                                            (1,594,353)      (916,869)    (2,511,222)
 Tax credit                                                                 392,631          -            392,631

 Balance sheet
 Total assets                                                               4,109,874        10,193,526   14,303,400
 Total liabilities                                                          (520,112)        (74,014)     (594,126)
                                                                            3,589,762        10,119,512   13,709,274

 Capital expenditure (all located in the UK)                                (1,154,697)      -            (1,154,697)

Reported segments' assets are reconciled to total assets as follows:

 

                    External revenue by       Non-current assets by          Total liabilities
                    location of customer      location of assets             location of assets
                    2023         2022         2023       2022                2023              2022
                    £            £            £          £                   £                 £

 United Kingdom     873,597      432,129      3,725,855  3,297,179            855,449           594,126
 Europe             2,208        4,485        -          -                    -                 -
 Rest of the world  149,135      151,962      -          -                    -                 -
 Total              1,024,940    588,576      3,725,855  3,297,179            855,449           594,126

£203,674 of revenue recognised in the current year was recorded in contract
liabilities in the prior year.

 

Major customers

 

During the year ended 31 May 2023, the Group generated £525,000 of revenue
from one customer in the United Kingdom, which is equal to 51% of total Group
revenues in the year. Major customer from the rest of the world is located in
USA and accounts for £143,282 of group revenue generated.

 

5.            Other operating expenses
                                            2023       2022
                                            £          £
 Administrative costs:
 Employment and other costs                 3,553,342  2,449,558
 Amortisation and depreciation costs        809,333    552,931
                                            4,362,675  3,002,489

6.            Operating loss
                                                                                       2023     2022
                                                                                       £        £
 This is stated after charging
 Depreciation and amortisation
    Owned assets                                                                       12,541   10,856
    Amortisation of intangible assets                                                  796,789  542,076
 Provision for doubtful debts                                                          15,401   1,529

 Foreign exchange differences                                                          21,805   (648)
 Auditors' remuneration
    Audit of parent company and group financial statements                             20,700   13,800
    Audit of subsidiaries                                                              13,800   9,200

 

7.            Net finance income
                                2023    2022
                                £       £
 Interest received              47,868  2,012
                                47,868  2,012

 
8.            Directors and employees

 

                                                                  2023     2022     2023          2022
                                                                  Average  Average  Year-end FTE  Year-end FTE
 Number of employees
 Selling and distribution                                         2        2        1             2
 Administration                                                   15       12       15            11
 Research and development                                         6        5        8             6
                                                                  23       19       24            19

                                                                                    2023          2022
                                                                                    £             £
 Staff costs
 Wages and salaries                                                                 1,877,036     1,267,740
 Social security costs                                                              231,303       159,225
 Payments to defined contribution pension scheme                                    179,160       144,308
 Share based payment expense                                                        80,859        68,265
                                                                                    2,368,358     1,639,538

 

Details of Directors' remuneration for the year ended 31 May 2023 and the
prior year ended 31 May 2022 are set out in the Remuneration Committee report.

9.            Taxation on loss
                                                                                    2023         2022
                                                                                    £            £
 (a)  The tax credit for the year:
      UK Corporation tax                                                            (455,909)    (392,631)

      Current tax credit                                                            (455,909)    (392,631)
      Adjustments in respect of prior periods                                       -            -
                                                                                    (455,909)    (392,631)

 (b)  Tax reconciliation
      Loss before tax                                                               (1,132,957)  (2,511,222)

      Loss at the standard rate of corporation tax in the UK of 20% (2022 - 19%)    (226,623)    (480,825)

      Fixed asset differences                                                       -            -
      Expenses non-deductible for tax purposes                                      16,593       (506,626)
      Other permanent differences                                                   -            -
      Other income                                                                  (447,489)    (376,897)
      Additional deduction for R&D expenditure                                      (362,633)    (1,530,494)
      Surrender of tax losses for R & D tax credit refund                           203,611      (392,631)
      Deferred tax not recognised                                                   450,728      2,903,525
      Remeasurement of deferred tax for change in tax rates                         (90,096)     -
      Net capital allowances                                                                     (8,683)
      Tax charge for the year                                                       (455,909)    (392,631)

 

In view of the tax losses carried forward there is a deferred tax amount of
approximately £1,510,984 (2022: £1,609,875) which has not been recognised in
the group Financial Statements. This contingent asset will be realised when
the Group makes sufficient taxable profits in the relevant company.

In view of the tax losses carried forward there is a deferred tax amount of
approximately £ £1,075,668 (2022: £789,816) which has not been recognised
in the Company Financial Statements. This contingent asset will be realised
when the Company makes sufficient taxable profits.

 

10.          Results of Feedback Plc

 

As permitted by Section 408 of the Companies Act 2006, the income and
expenditure account of the parent company is not presented as part of these
financial statements. The Company's profit for the financial year is
£1,703,482 (2022 loss: £559,408). The profit for the financial year 2023
arises from the reversal of provisions against intercompany loans to
subsidiaries Feedback Medical Limited and Texrad Limited following an
intercompany debt to equity swap on 31 May 2023 whereby £9,500,000 of the
loan due to the parent company by Feedback Medical Limited and a £350,000 of
the loan due to the parent company by Texrad Limited were swapped for equity.

 

11.          Loss per share

 

Basic loss per share is calculated by reference to the loss on ordinary
activities after taxation of £2,918,177 (2022: £2,118,591) and on the
weighted average of 13,334,659 (2022: 9,345,617 rebased after consolidation)
shares in issue.

                                                                                     2023         2022

                                                                                                  proforma

                                                                                     £            £
 Net loss attributable to ordinary equity holders                                    (2,918,177)  (2,118,591)

                                                                                     2023         2022
 Weighted average number of ordinary shares for basic earnings per share             13,334,659   9,345,617
 Effect of dilution:
 Share Options                                                                       -            -
        Warrants                                                                     -            -
 Weighted average number of ordinary shares adjusted for the effect of dilution      13,334,659   9,345,617

 Loss per share (pence)
 Basic                                                                               (21.88)      (22.67)
 Diluted                                                                             (21.88)      (22.67)

 

There is no dilutive effect of the share options and warrants as the dilution
would be negative.

The comparative period 2022 has been presented on a proforma basis by applying
the 200:1 share consolidation factor to the weighted average number of shares
in that period.

 

 

12.          Investments
                                                                            Share in Group undertakings  Shares in   joint venture    Total
     Company                                                                £                            £                            £

     Cost
     At 31 May 2021                                                         2,440,368                    1,000                        2,441,368
     Addition (see note below)                                              19,436                                                    19,436
     Disposal of shares in joint venture                                                                 (1,000)                      (1,000)
     At 31 May 2022                                                         2,459,804                    -                            2,459,804
     Addition (see note below)                                              9,857,991                    -                            9,857,991

     As at 31 May 2023                                                      12,317,795                   -                            12,317,795

     Provision for impairment
     At 31 May 2021                                                         2,440,368                    1,000                        2,441,368
     Additional impairment included in operating expenses (see note below)  19,436                                                    19,436
     Disposal of shares in joint venture                                    -                            (1,000)                      (1,000)
     At 31 May 2022                                                         2,459,804                    -                            2,459,804
     Additional impairment included in operating expenses (see note below)  357,889                      -                            357,889

     At 31 May 2023                                                         2,817,693                    -                            2,817,693

     Net Book Value
     At 31 May 2023                                                         9,500,102                    -                            9,500,102

     At 31 May 2022                                                         -                            -                            -

 

 

All of the above investments are unlisted. The disposal of shares in joint
venture is due to the dissolution of Prostate Checker Ltd, which had been
fully provided for previously.

 

The cost additions in 2023 are comprised of a £9,500,000 investment in
Feedback Medical Limited and a £350,000 investment in Texrad Limited both
arising from a debt to equity swap, a £102 investment in Feedback Medical
India Private Limited and a £7,889 related to options in Feedback Medical
Limited which would be satisfied with Feedback Plc shares if/when they are
exercised.

 

The impairment losses in 2023 by the Company (Head Office segment) are
comprised of:

·     a £350,000 impairment against the cost of investment in Texrad
Limited of £350,000. The Group is now focused on selling Bleepa such that
Texrad is a legacy product which is no longer being actively marketed. The
recoverable amount, being the value in use, has been assessed as nil and
consequently this investment has been fully written; and

·     £7,889 related to options in Feedback Medical Limited which would
be satisfied with Feedback Plc shares if/when they are exercised.

 

As at 31 May 2023, the carrying value of the Company's investment in Feedback
Medical Limited, the principle operating subsidiary of the Group, was
£9,500,000. The directors have considered the Group's market capitalisation
at 31 May 2023 based on a volume weighted average share price of one to three
months when making an assessment of the recoverable value, being the fair
value less costs to sell of its investment in Feedback Medical Limited. On
this basis, the recoverable amount exceeds the carrying value therefore no
further impairment has been recognised.

 

Particulars of principal subsidiary companies during the year, all the shares
of which being beneficially held by Feedback Plc, were as follows:

  Company                                Activity         Country of incorporation and operation  Proportion of Shares held
 Brickshield Limited                     Dormant          England                                 100%

Ordinary £1

 Bleepa Limited                          Dormant          England                                 100%

Ordinary £2
 Feedback Medical Limited                Medical Imaging  England                                 100%

                                                                                                  A Ordinary £1

                                                                                                  100% B Ordinary 1p
 Feedback Medical India Private Limited  Medical Imaging  India                                   Direct 0.1% and Indirect 99.9% Ownership 100%

                                                                                                  Ordinary INR 10
 TexRAD Limited                          Medical Imaging  England                                 100%

                                                                                                  Ordinary 1p

 All the subsidiary companies have been included in these consolidated
 financial statements.

 TexRAD Limited is owned 100% by virtue of a direct holding by Feedback plc of
 91% and an indirect holding via Feedback Medical Ltd of 9%.

 Feedback Medical India Private Limited was incorporated on 25 December 2022
 and it is owned 100% by virtue of a direct holding by Feedback Plc of 0.1% and
 an indirect holding via Feedback Medical Ltd of 99.9%. Its registered office
 address is Shop G 183, Ground Floor, Raghuleela, Mega Mall, SV Road, Kandivali
 West, Mumbai, Mumbai City, Maharashtra, India, 400067. Feedback Medical India
 Private Limited is fully consolidated in the consolidated group accounts of
 Feedback plc. The statutory year end for Feedback Medical India Private
 Limited is 31 March.

 Each of the other subsidiary's registered office address is 201 Temple
 Chambers, 3-7 Temple Avenue, London, England, United Kingdom, EC4Y 0DT.

 In accordance with section 394A of the Companies Act 2006, a company is exempt
 from preparing individual accounts for a financial year. This section 394A of
 the Companies Act 2006 applies to Brickshield Limited (company registration
 number 06514313) and Bleepa Limited (company registration number 12118570).

13.          Property, plant and equipment

 

                          Computer
                          Equipment  Total
 Group                    £          £

 Cost
 At 31 May 2021           46,505     46,505
 Additions                5,450      5,450

 At 31 May 2022           51,955     51,955
 Additions                19,083     19,083

 As 31 May 2023           71,038     71,038

 Depreciation
 At 31 May 2021           32,732     32,732

 Charge for the year      10,856     10,856

 At 31 May 2022           43,588     43,588

 Charge for the year      12,541     12,541

 At 31 May 2023           56,129     56,129

 Net Book Value
 At 31 May 2023           14,909     14,909

 At 31 May 2022           8,367      8,367

 

 

14.          Intangible assets
                                     Software      Customer relationships  Intellectual Property  Goodwill  Total

                                     development
                                     £             £                       £                      £         £
 Cost

 At 31 May 2021                      3,269,673     100,000                 218,239                271,415   3,859,327

 Additions                           1,135,400     -                       13,846                 -         1,149,246
 Disposal of fully amortised assets  -             -                       (34,233)               -         (34,233)
 At 31 May 2022                      4,405,073     100,000                 197,852                271,415   4,974,340

 Additions                           1,225,619     -                       -                      -         1,225,619
 At 31 May 2023                      5,630,692     100,000                 197,852                271,415   6,199,959

 Amortisation and impairment
 At 31 May 2021                      645,516       100,000                 160,755                271,415   1,177,686
 Amortisation charge for year        525,213       -                       16,863                 -         542,076
 Disposal of fully amortised assets  -             -                       (34,233)               -         (34,233)
 At 31 May 2022                      1,170,729     100,000                 143,385                271,415   1,685,529

 Amortisation charge for year        781,394       -                       15,395                 -         796,789
 Impairment                          -                                     6,695                            6,695
 At 31 May 2023                      1,952,123     100,000                 165,475                271,415   2,489,013

 Net Book Value
 At 31 May 2023                      3,678,569     -                       32,377                 -         3,710,946

 At 31 May 2022                      3,234,344     -                       54,467                 -         3,288,811

The impairment of £6,695 in 2023 relates to intellectual property held by
Texrad Limited being written down to nil as the group is now focused on
selling Bleepa such that Texrad is a legacy product which is no longer being
actively marketed.

 

15.          Trade and other receivables
                                      Group             Company
                                      2023     2022     2023    2022
                                      £        £        £       £
 Amounts falling due within one year
 Trade receivables                    130,824  225,700  -       -
 Other receivables                    12,795   12,866   12,563  12,778
 Prepayments                          81,683   69,727   44,601  36,985
                                      225,302  308,293  57,164  49,763

 

 

16.          Trade and other payables
                                      Group             Company
                                      2023     2022     2023    2022
                                      £        £        £       £
 Amounts falling due within one year
 Trade payables                       63,670   167,240  17,494  17,681
 Other payables                       18,073   15,262   -       -
 Other taxes and social security      146,745  65,815   17,011  15,797
 Accruals                             185,913  142,135  53,275  40,522
 Contract liabilities                 441,048  203,674  -       -
                                      855,449  594,126  87,780  74,000

Neither the Group or the Company have any borrowings and so there are no
changes in liabilities arising from external financing
activities.

 

17.          Financial instruments

 

The Group's overall risk management programme seeks to minimise potential
adverse effects on the Group's financial performance.

The Group's financial instruments comprise cash and cash equivalents and
various items such as trade payables and receivables that arise directly from
its operations. The Group is exposed through its operations to the following
financial risks:

·      Credit risk

·      Foreign currency risk

·      Liquidity risk

·      Cash flow interest rate risk

·      Reliance on one major customer

 

Fair value Hierarchy

 

The Group uses the following hierarchy for determining and disclosing the fair
value of financial instruments by valuation technique:

 

·      Level 1: quoted (unadjusted) prices in active markets for
identical assets or liabilities

·      Level 2: other techniques for which all inputs that have a
significant effect on the recorded fair value are observable, either directly
or indirectly

·      Level 3: techniques that use inputs that have a significant
effect on the recorded fair value that are not based on observable market data

 

The share options and warrants issued by the group during prior years were
valued under level three above as noted in note 18 below.

 

In common with all other businesses, the Group is exposed to risks that arise
from its use of financial instruments.  This note describes the Group's
objectives, policies and processes for managing those risks. Further
quantitative information in respect of these risks is presented throughout
these financial statements.

 

There have been no substantive changes in the Group's exposure to financial
instrument risks and consequently the objectives, policies and processes are
unchanged from the previous period.

 

The Board has overall responsibility for the determination of the Group's risk
management policies. The objective of the Board is to set policies that seek
to reduce the risk as far as possible without unduly affecting the Group's
competitiveness and effectiveness. Further details of these policies are set
out below:

 

Credit risk

 

The Group is exposed to credit risk primarily on its trade receivables, which
are spread over a range of countries, a factor that helps to dilute the
concentration of the risk. Group policy, implemented locally, is to assess the
credit risk of each new customer before entering into binding contracts. Each
customer account is then reviewed on an ongoing basis (at least once a year)
based on available information and payment history.

 

The Group applies the IFRS 9 simplified approach to measuring expected credit
losses which uses a lifetime expected credit loss allowance for all trade
receivables. The provision for credit losses on trade receivables is based on
an expected credit loss model that calculates the expected loss applicable to
the receivable balance over its lifetime.

 

Expected credit losses are calculated in accordance with the simplified
approach permitted by IFRS 9, using a provision matrix applying lifetime
historical credit loss experience to the trade receivables. An additional
provision for credit loss of £15,401 has been recognised during the year
(2022: £1,500) for trade receivables measured at an amount equal to lifetime
expected credit losses.

 

The Group holds no collateral. It has a minimal risk policy with funds held
following fund raises so it holds the vast majority of its cash with
mainstream UK banks.

 

The Group's customers were primarily the NHS in 2023, for which the risk of
default has been assessed to be immaterial.

 

The carrying amount of financial assets represents the maximum credit
exposure. The maximum exposure to credit risk at the reporting date is:

 

 

 

                                   Group                                      Company
                                   2023                 2022                  2023                  2022
                                   £                    £                     £                     £
 Trade and other receivables       225,302              308,293               57,164                49,763
 Loans to subsidiary companies     -                    -                     393,170               4,933,648
 Cash and cash equivalents         7,317,534            10,305,577            6,974,028             10,143,762
                                   7,542,836            10,613,870            7,424,362             15,127,173

 Analysis of trade receivables
                                             30 days past due      60 days past due      90 days past due

                  Total            Current
                  £                £         £                     £                     £
 Group
 2023             130,824          2,640                           128,184
 2022             225,700          102,377   -                     123,323               -

 Company
 2022             -                -         -                     -                     -
 2021             -                -         -                     -                     -

 

Foreign currency risk

Foreign exchange transaction risk arises when the Group enters into
transactions denominated in a currency other than the functional currency.

 

Foreign currency amounts generated from trading are converted back to sterling
and required foreign currency amounts for suppliers will be converted from
sterling and the use of forward currency contracts is considered. However, the
Group does not currently use any forward contracts.

 

The Group's main foreign currency risk is the short-term risk associated with
accounts receivable and payable denominated in currencies that are not the
subsidiaries' functional currency. The risk arises on the difference in the
exchange rate between the time invoices were raised/received and the time
invoices were settled/paid.

 

The following table shows the net assets, stated in pounds sterling, exposed
to exchange rate risk that the Group and Company had at 31 May 2023.

                        2023  2022     2023  2022

                        £     £        £     £
 Trade Receivables      -     102,377  -     -

 

 

As at 31 May 2023 £Nil (2022: £102,377) of Feedback Medical's net trade
receivables are denominated in foreign currency. A 5% increase/fall in
exchange rates would lead to a profit/loss of £Nil (2022: £4,875). The
Directors do generally consider it necessary to enter into derivative
financial instruments to manage the exchange risk arising from its operations.

 

However, from time to time where the Directors consider foreign currencies are
weak and it is known that there would be a requirement to purchase those
currencies, forward arrangements may be entered into. There were no
outstanding forward currency arrangements as at 31 May 2023 or as at 31 May
2022.

 

Liquidity risk

Cash flow forecasting is performed for both the Group and in the operating
entities of the Group. Rolling forecasts of the Group's liquidity requirements
are monitored to ensure it has sufficient cash to meet operational needs.

 Financial liabilities measured at amortised cost
                                                        Group            Company
                                                        2023    2022     2023    2022
                                                        £       £
 Trade and other payables                               81,743  182,502  17,494  17,681

 The following are maturities of financial liabilities, including estimated
 contracted interest payments.

 

          Carrying amount  Contractual cash flow  6 months or less

          £                £                      £

 Group
 2023     81,743           81,743                 81,743
 2022     182,502          182,502                182,502

 Company
 2023     17,494           17,494                 17,494
 2022     17,681           17,681                 17,681

 

Cash flow interest rate risk

The Group presently has no substantial interest rate risk exposure.

 

Capital under management

The Group considers its capital to comprise its ordinary share capital, share
premium, capital reserve, and accumulated retained earnings.

                The Group's objectives when managing the
capital are:

●     To safeguard the Group's ability to remain a going concern.

●     To maximise returns for shareholders in order to meet capital
requirements and appropriately adjust the capital structure, the Group may
issue new shares, dispose of assets to pay down debt, return capital to
shareholders and vary dividend payments.

There have been no changes to the group's capital management objectives in the
year, and there have been no changes to the group's exposure to financial
instrument risk in the year.

 

18.          Share capital and reserves

 

 Allotted, called up and fully paid ordinary shares:
                                                                                        Number           Number
 As at start of period (01 June)                                                        2,666,931,677    1,066,931,686
 Issued during year                                                                     -                1,599,999,991
 200:1 share consolidation (see note below)                                             (2,653,597,018)  -
 As at end of period (31 May)                                                           13,334,659       2,666,931,677

During 2023, a 200:1 share consolidation occurred whereby the existing
ordinary shares of £0.0025 nominal value each were consolidated into new
ordinary shares of £0.50 nominal value each.

 

Share Options

Share options are granted to directors and employees. Options are conditional
on the employee completing a specific length of service (the vesting period).
The options are exercisable from the end of the vesting period and lapse after
ten years after the grant date. The Group has no legal or constructive
obligation to repurchase or settle the options in cash.

 

In the table below, the number of options as at 31 May 2022 have been restated
on a proforma basis following the 200:1 share consolidation which occurred in
2023 such that the number of options have been divided by a factor of 200 and
the exercise prices have been multiplied by a factor of 200.

 

During the year, the Company had the following share options in issue:

 Grant Date           No. options as at 31 May 2022  Granted in year  Lapsed in year  No. options as at 31 May 2023  Exercise price (pence)  Exercisable period

 21 May 14((1))       12,000                         -                -               12,000                         250                     21 May 15 - 19 May 24
 21 May 14((1))       20,000                         -                -               20,000                         600                     21 May 15 - 19 May 24
 21 May 14((1))       20,000                         -                -               20,000                         1000                    21 May 15 - 19 May 24
 26 June 18((3))      28,000                         -                14,000          14,000                         372                     01 March 19 - 26 June 28
 09 April 19((2))     46,660                         -                -               46,660                         218                     09 April 19 - 09 April 29
 23 April 20((4))     82,500                         -                7,500           75,000                         240                     01 June 20 - 24 April 30
 06 August 20((5))    67,493                         -                -               67,493                         240                     06 August 20 - 06 August 30
 23 February 22((6))  726,184                        -                -               726,184                        140                     31 May 22 - 31 May 30
 23 February 22((7))  83,859                         -                -               83,859                         140                     23 February 23 - 23 February 32
                      1,086,696                      -                21,500          1,065,196

 

 

1.     Options vest in full on the anniversary of the date of grant

2.     Options vest immediately upon date of grant.

3.     Options vest in full on 01 March 19.

4.     Options vest over three years as to one-third on 01 June 20,
one-third on 01 June 21, and one-third on 01 June 22

5.      Options vest over three years as to one-third on 06 August 20,
one-third on 06 August 21, and one-third on 06 August 22

6.      Options vest based on share price performance conditions as to
one- third when the 60 day weighted average share price reaches 240p at any
time during the period from 31 May 2022 to 31 May 2025, one- third when the 60
day weighted average share price reaches 372p at any time during the period
from 31 May 2023 to 31 May 2025, and one- third when the 60 day weighted
average share price reaches 600p at any time during the period from 31 May
2024 to 31 May 2025

7.      Options vest over three years as to one-third on the first
anniversary of the date of grant, one-third on the second anniversary of the
date of grant, and one-third on the third anniversary of the date of grant

 

 

For the options granted on 23 February 2022 with no performance conditions,
the following assumptions were made for valuation purposes using the
Black-Scholes option pricing model:

·     Risk-free rate: 1.31% based on the five-year UK gilt

·     Expected volatility: 50% based on Medical Services sector as
published in the Risk Measurement Service, London Business School manual, Vol
44 No 1 January - March 2022

·     Expected life: Four years

·     Estimated fair value of each option at measurement date: £0.0027
(equivalent to £0.54 rebased for the 200:1 share consolidation in period)

For the options granted on 23 February 2022 with share price performance
conditions, the following assumptions were made for valuation purposes using
the Monte Carlo option Pricing Model:

·     Risk-free rate: 1.31% based on the five-year UK gilt

·     Expected volatility: 50% based on Medical Services sector as
published in the Risk Measurement Service, London Business School manual, Vol
44 No 1 January - March 2022

·     Expected life: Five years

·     Estimated fair value of each option at measurement date: £0.0014
(equivalent to £0.28 rebased for the 200:1 share consolidation in period)

 

The following table illustrates the number and weighted average exercise
prices of, and movements in, share options during the year:

                         Number                Weighted average exercise price
                         2023       2022       2023              2022
                                               Pence             Pence
 Outstanding at 01 June  1,086,696  294,153    189               331
 Granted in year         -          810,043    -                 140
 Lapsed in year          21,500     17,500     326               334
 Outstanding at 31 May   1,065,196  1,086,696  186               189

 

Following the 200:1 share consolidation during 2023, the above share options
have been restated on a proforma basis such that the number of options have
been divided by a factor of 200 and the weighted average exercise prices have
been multiplied by a factor of 200.

 

Warrants

Warrants were issued to the vendors of TexRAD Limited at the time of
acquisition. The warrants are exercisable from the end of the vesting period
and lapse ten years after the grant date. The Group has no legal or
constructive obligation to repurchase or settle the warrants in cash.

 

 Number of warrants
 At 31 May 2022  Granted  Exercised  At 31 May 2023  Exercise price (pence)  Exercisable period

  21,000         -        -           21,000          250                    19/05/16 to 19/05/24
  91,000         -        -           91,000          600                    19/05/17 to 19/05/24
  112,000        -        -           112,000

 

Following the 200:1 share consolidation during 2023, the above warrants have
been restated on a proforma basis such that the number of options have been
divided by a factor of 200 and the weighted average exercise prices have been
multiplied by a factor of 200.

 

Reserves

The nature and purpose of each reserve within equity is as follows:

 Share premium         ·      Amount subscribed for share capital in excess of nominal value
 Capital reserve       ·      Reserve on consolidation of subsidiaries
 Translation reserve   ·      Gains and losses on the translation of overseas operations into
                       GBP

 Retained earnings     ·      All other net gains and losses and transactions with owners not
                       recognised elsewhere
 Share Option Reserve  ·      Fair value of share options issued

 

19.          Pensions

The Company operated a defined contribution scheme during the year and the
assets of the scheme are held separately from those of the Group in an
independently administered fund. The pension cost represents contributions
payable and amounted to £179,160 (2022: £144,308). A balance of £17,084
(2022: £13,084) was payable at the year end.

 

20.          Related party transactions

Key management personnel

Details of Directors' remuneration for the year ended 31 May 2023 and the
prior year ended 31 May 2022 are set out in the Remuneration Committee report.

 

Management fee from Company to subsidiaries

Feedback Plc invoiced Feedback Medical Limited £359,716 for the management
fee related to 2023 (2022: £340,694), with a balance of £413,566 being
receivable as at the year end. Feedback Plc invoiced Texrad Limited £34,806
for the management fee related to 2023 (2022: £34,192), with a balance of
£38,764 being receivable as at the year end.

 

The Directors interests in shares of the Company are contained in the
Directors' Report.

 

21.          Post balance sheet events

There are no post balance sheet events to report.

 

22.          Ultimate controlling party

                There is no ultimate controlling party.

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