Annual Report
and Accounts
For the year
ended 31 May 2024
Connectivity that liberates healthcare
Feedback plc
Annual report and accounts for the year ended 31 May 2024
2
Contents
Page
Strategic report
Highlights
3
About us
4
Chairman’s statement
22
Chief Executive Officer’s statement
24
Principal risks and uncertainties
33
Environmental, social, governance report
39
Stakeholder engagement (s.172 statement)
45
Governance
The Board
49
Corporate governance statement
51
Audit and Risk Committee report
61
Directors’ report
63
Remuneration Committee report
67
Financial statements
Independent Auditor’s report
70
Consolidated statement of comprehensive income
77
Consolidated statement of changes in equity
78
Company statement of changes in equity
79
Consolidated balance sheet
80
Company balance sheet
81
Consolidated cash flow statement
82
Company cash flow statement
83
Notes to the financial statements
84
Company information
105
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Feedback plc
Annual report and accounts for the year ended 31 May 2024
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Highlights
Operational highlights
•
£350k NHS England (“NHSE”) central funding awards to continue community diagnostic centre
(“CDC”) pathway development across Buckinghamshire, Oxfordshire and Berkshire ICS (“BOB
ICS”) and Oldham CDC
•
Medical Imaging Partnership (“MIP”) pilot agreement to deliver multiple clinical pathways to UK
private healthcare sector
•
New tuberculosis (“TB”) partnership in India to deliver community-based TB screening projects
o
Received Gold Award - Digital Solution for Rural Healthcare at the Integrated Health and
Wellbeing Council of India’s Digital Health Awards 2024
•
Second paid contract extension with Queen Victoria Hospital Foundation Trust ("QVH") / Sussex
Integrated Care System ("Sussex ICS")
•
All existing NHS customers renewed at a higher price
•
All-Party Parliamentary Group ("APPG") for Diagnostics report on future of CDCs used Bleepa®
case study to highlight the need for the integration of patient data and digital tools within CDCs,
with the recommendation of commitment to further digital investment
Financial highlights
•
15% increase in revenue to £1.18m (2023: £1.02m); Bleepa® contributed 87%
•
Sales1 were £0.95m (2023: £1.27m); Bleepa® contributed 85%
•
EBITDA loss increased to £2.73m (2023: £2.61m)
•
Cash as at 31 May 2024 was £3.88m (31 May 2023: £7.32m)
Post period highlights
•
Eligibility for Elective Recovery Fund (“ERF”) funding mechanism
o
ERF to reimburse expenditure by ICBs and hospitals on Bleepa
o
Step change in commercial prospects
o
Focus with implementation partner on converting near-term customer contracts
o
Indicative ICB contract could generate revenues of over £2m per ICB per annum
•
Collaboration with provider of primary care solutions focused on creation of Neighbourhood
Diagnostics Solution
o
To provide a route to rapidly scale the Bleepa solution and pathway approach
o
Aligned with government vision of a digital-first, community centric healthcare system
o
Potential for over 190m annual tests to be redirected to pharmacies using this platform
•
Collaboration with Vertex In Healthcare (“Vertex”) to broaden product functionality and strengthen
global reach
•
Awarded contract by Queen Victoria Hospital NHS Foundation Trust (“QVH”) as successful bidder
to provide digital infrastructure
•
Secured further funding to extend the delivery of its CDC pathway pilot at the Northern Care
Alliance NHS Foundation Trust ("NCA") site in Oldham
•
On 04 November 2024 the Company will announce a placing by way of an accelerated bookbuild
with closing of the placing expected on the same day and a subscription of new ordinary shares,
to raise approximately £5.2m (before expenses). In addition, on 04 November 2024 the Company
will announce its intention to launch a retail offer to raise a further up to £1.0m (before expenses).
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).
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Feedback plc
Annual report and accounts for the year ended 31 May 2024
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About us
Connectivity that liberates healthcare
What we do
Our mission is to be the preferred provider of innovative solutions that liberate healthcare customers from
the confines of siloed clinical IT systems. These digital solutions will result in greater connectivity across
healthcare organisations, faster decisions and more effective patient care.
Our focus
We liberate the data and knowledge hidden in multiple healthcare IT systems and deliver better workflow
to enable clinicians to communicate, collaborate and provide the best healthcare decisions for their
patients.
Bleepa®, our easy-to-use clinical collaboration platform, connects care settings with diagnostic and other
data to drive better, faster, safer decisions that improve outcomes for patients. We streamline patient
pathways by linking different clinical systems together into a seamless view of the patient.
We give the team around the patient the communication and clinical data they need, wherever they are.
Clinicians can see exactly where their patient is on the journey and easily ensure their exact needs are
met.
We are healthcare experts, we create solutions that are right first time and solve real problems – fast.
We believe our products are an essential element to facilitate the digital transformation of healthcare, a
key priority for the NHS. Our technology allows the service to escape from the traditional limitations of
geography and time, by removing the requirement for clinicians and patients to physically meet together
or access different systems to obtain the necessary information.
We are able to do this because:
•
We have provided medical software for over 20 years, during which time we have processed
clinical data for several million patients, including specialist data such as DICOM radiology images,
and we have been the trusted partner of multiple hospitals.
•
We have the know-how and technical tools required to integrate with any clinical system in any
care setting.
•
We have the regulatory experience to manufacture software as a medical device, maintaining
certification for all relevant International Organization for Standardization (“ISO”) standards and
having successfully held CE marks and, most recently, UK Conformity Assessed (“UKCA”) marks
for our products.
•
We are led by clinicians – both our CEO and Chairman are clinicians with over 60 years of
experience between them.
•
But most importantly, our products are always developed in collaboration with our NHS partner
organisations and their clinicians - they are designed by the intended user.
“You’ve got all the information at your fingertips on the same system. I would
recommend Bleepa®, I think it’s been a really good addition… It’s a really easy system
to use, and it has certainly helped in smoothing out and making patient care as holistic
as possible.”
Dr Anna Haley, Respiratory Registrar, Northern Care Alliance
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About us (continued)
Feedback plc
Annual report and accounts for the year ended 31 May 2024
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Watch our video2 to find out more about how Bleepa® improves patient care
Read our case studies here 3
2 https://youtu.be/xz9PQk7zArA
3 https://feedbackmedical.com/resources/case-studies/
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About us (continued)
Feedback plc
Annual report and accounts for the year ended 31 May 2024
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Our products and benefits
Key features
•
Creates a common view of a patient’s data, securely accessible from any location.
•
Provides an asynchronous collaboration environment that allows clinicians to contribute to cases
in and around other clinical work, at a time that is convenient for them.
•
Bridges the gap between care settings enabling seamless clinical pathway delivery between
primary care, secondary care and the community.
•
Believed to be the only communication and workflow tool UKCA certified as a medical device for
clinical image display
•
Dashboard view gives oversight of any patient on any Bleepa® care pathway.
•
Auditable capture of all clinical discussions.
What this means for care
•
Clinicians can review and discuss cases at any time, from any place; giving greater flexibility and
boosting capacity to manage growing caseloads.
•
Patients can be reviewed outside of traditional clinical and meeting structures, allowing decisions
to be made more rapidly, accelerating their journey.
•
Providers are able to run coordinated patient pathways between any care setting with fewer
clinicians, whilst ensuring clinical oversight and appropriate use of diagnostic resources.
•
Providers can see where all their patients are in a care pathway, at any time and across all care
settings. Auditable capture of all clinical discussions.
•
Providers can conform with the Care Quality Commission (“CQC”) requirement for a single
contemporaneous record and GDPR/MDD regulatory requirements.
•
Providers can avoid fines from the Information Commissioner’s Office for GDPR data breaches
using WhatsApp.
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About us (continued)
Feedback plc
Annual report and accounts for the year ended 31 May 2024
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Benefits
Saves time
•
63% reduction in patient wait times compared to national 18-week referral to treatment target.4
•
45% reduction in patient wait times from referral to diagnostic test compared to the national
target.5
•
87% reduction in referral response time at an acute trust customer.6
•
74% reduction in time from submission of a referral to first review.7
Reduces costs
•
Estimated 88% reduction in outpatient appointment requirement which could save in the order of
£295 per patient episode.8
•
Reduction in staff requirements and associated costs – ability to manage a regional/national
caseload with a smaller pool of specialists in a timely way
•
Reduction in carbon footprint – deliver greener services with our cloud architecture
Key features
•
CareLocker® is a patient-facing app that provides secure, easy-to-use management of their
imaging from the convenience of their own mobile.
•
CareLocker® can be ‘white labelled’ with the branding of the purchaser or integrated within other
health and lifestyle apps for a seamless user experience.
•
Patient centric cloud architecture that bridges care settings and follows the patient across provider
sites with better scalability, security and auditability.
4 Based on data from September 2022 to December 2023 from CDC programme
5 Based on data from September 2022 to December 2023 from CDC programme
6 Based on data from Northern Care Alliance evaluation report (respiratory)
7 Based on data from Northern Care Alliance evaluation report (respiratory, cardiology and gastroenterology)
8 Based on data from September 2022 to December 2023 from CDC programme
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About us (continued)
Feedback plc
Annual report and accounts for the year ended 31 May 2024
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Benefits
•
Common view: Brings data from different care settings into one place.
•
Secure storage: Patient data is stored in individual ‘lockers’ meaning it is more safe and secure,
limiting the risks of cyber security incidents.
•
Patient empowerment: Patients can access and add data related to their ongoing care from their
own device.
•
Clinician access: Patients can invite clinicians to view their healthcare information in the app.
Feedback Connect (formerly BleepaBox) enables imaging-led, point-of-care decision making in previously
unreachable or disconnected areas, such as community or rural locations, where remote analysis is
needed. It enables smoother transfer of images and other data from anywhere, speeding up access to the
information for clinicians and faster treatment decisions for patients.
Key features
•
Matches medical images and other data directly to patients
•
Transfers Digital Imaging and Communications in Medicine (“DICOM”) studies and medical images
with a secure, encrypted connection
•
A virtual private network (VPN) connection is not required
•
Shares images with a 3G/4G/5G wireless connection
•
Takes jpg images and creates DICOM compatible files to add to picture archiving communication
systems (PACS)
Key value proposition by stakeholder
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About us (continued)
Feedback plc
Annual report and accounts for the year ended 31 May 2024
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Our business model
We licence Bleepa® directly to customers, providing cloud hosting unless the customer wishes to host the
service directly, in which case we install the system locally at the customer site. We provide direct
deployment and integration support to facilitate a smooth set up of the product and support the customer
with user training and onboarding where required (customers typically deliver this themselves using our
standard training and user manuals as part of their business as usual processes). Our product support
team provides ongoing customer support for the duration of the product licence, which typically does not
include user management such as login requests which are managed locally by the customer. Where
needed, we facilitate pathway configuration of the platform based on pathways designed by the customer;
this is typically included within the setup and installation fee as it is not difficult to configure the system in
this way, however, we reserve the right to charge additional fees for this element of setup where it is overly
complex, requires the new feature development, or where pathways are not available at the time of setup
and need to be retrospectively configured.
Key components sold:
As we increasingly sell via frameworks, we believe contracts will typically be multiyear, as demonstrated
by two NHS customers contracting on a three-year basis through the G-Cloud framework.
Recognising value for the customer
Our products drive clinical efficiency; reducing wait times, saving clinician time and releasing value back
into the system. Our solutions represent value for money and we believe they can drive significant cash
cost savings.
Customer type
Key customer benefits
Trust
–
pager/WhatsApp
replacement
- Estimated 74% reduction in referral time
- Potential reduction in LOS of 1.6 days, on average
- Auditable capture of all clinical discussions
- Conform with CQC and regulatory requirements
- Flexible working for staff
Cross-provider/ICS
- Estimated 63% reduction in patient wait times
- Estimated 89% reduction in outpatient requirement
- Flexible working arrangements for staff
- Reduction in costs for customers
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About us (continued)
Feedback plc
Annual report and accounts for the year ended 31 May 2024
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Our operations
Feedback plc conducts its operations through its subsidiaries Feedback Medical Limited and Feedback
Medical India PVT Limited. The Group CEO and CFO are directly employed by Feedback plc, with all other
Group employees being employed by the operating subsidiaries.
Feedback Medical Limited operates a hybrid work model enabling us to employ a diverse team of
individuals from across the UK, hiring for talent rather than location, reducing our fixed cost base and
reflecting the working practice of our customers who largely operate through remote meetings post covid.
Although our current UK team of 24 people are spread across the UK, most are concentrated around
London and the Southeast and recognising the many benefits associated with in-person collaboration, the
management team and core operational personnel make weekly use of WeWork office locations in London.
In order to drive efficiencies in the business, the Company utilises both its core team of employees and a
series of outsourced services. The Company employs its own dedicated Sales and Marketing, Support,
Finance, Product and Regulatory teams that report directly to the management team. It is essential that
these core functional areas are controlled and operated directly by the Company, especially in the context
of product design and manufacturing which tracks directly to our requirements as a medical device
manufacturer and to meet our obligations as an AIM-listed company.
The Sales and Marketing team utilise external outbound lead generation services on an ad-hoc basis as
needed, to augment their own direct sales efforts, which has allowed the company to significantly grow its
sales pipeline whilst enabling our internal team to focus on lead conversion, maximising the impact of our
direct employees.
The Product team takes internal ownership of product research and development (R&D) and operate a
near-shoring model of outsourced product development with a long-term development partner, Graylight
Imaging (“GLI”) based in Poland (the healthcare division of Future Processing Sp z.o.o. (“Future
Processing”)). Outsourcing product development under the supervision of an in-house team enables
greater flexibility of both spend and delivery capability, giving the Company the ability to rapidly scale to
deliver product features against firm deadlines and to minimise development spend when required.
Maintaining a central product team that oversee the development ensures that intellectual property (IP)
and essential know-how are retained within the Company. We currently retain an outsourced development
team of 10 with Graylight Imaging, with the flexibility to increase or decrease the team size for specific
development projects.
Operationally, product deployment, integration and user onboarding are managed directly by the Company.
This is essential so that we take the learnings from new deployments, as we build out a playbook to cover
the broad range of customer settings and clinical systems, and so that we capture user feedback on desired
new product features. As we scale we anticipate more components of deployment will be outsourced and
we are in active discussions with partners who could assist with these components, (such as integration)
should we need to undertake a rapid deployment at scale; for the time being however it is far better that
we stick close to our customers and take the learnings so that we can deliver a better service to our next
customers whilst simultaneously reducing the cost of deployment.
Our people
The growing success of our Company is driven by one element above all others - our people. Within our
management team we have over 65 years of frontline clinical experience, almost 50 years of software
development as medical device experience and over 120 years of operational experience in the NHS. We
know how to deliver solutions that the frontline needs.
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About us (continued)
Feedback plc
Annual report and accounts for the year ended 31 May 2024
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Leadership team:
Dr Thomas Oakley, Chief
Executive Officer since
February 2019, previously
Radiologist and Clinical
Entrepreneur Fellow at NHS
England.
Anesh Patel, Chief
Financial Officer:
Chartered Accountant with
significant corporate and
commercial finance
experience, including in
healthcare/biotech.
Mike Hayball, Chief
Technology Officer:
medical imaging scientist
and software developer with
33 years’ experience, was
CEO of Feedback Medical
Limited when it was formed
in 2001.
Stephen McAteer, Chief
Operating Officer:
extensive operational
experience with previous
NHS roles, including
previous frontline clinical
experience as a Speech and
Language specialist.
Dr Stephen Brown, Chief
Information Officer:
medical imaging scientist
and director of Feedback
Medical Limited since 2001,
a regulatory specialist and
system architect.
Nick Mayhew, Chief Sales
and Marketing Officer: an
experienced marketer within
the private and public health
sectors.
Rohit Singh, Managing
Director for India: An
experienced business
leader, formerly at the
UKIBC, where he helped
build the India advisory
practice.
Sarah Bricknell,
Commercial Advisor: Has
operated at a senior board
level in medical imaging
services for over 18 years
and routinely advises OEMs
and Government.
Our markets
Healthcare is a complex market globally, with multiple stakeholders both within and across multiple discrete
provider settings, each with different procurement and funding processes. Our key market is the UK, and
in particular the NHS, which can be divided into the following customer groups:
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About us (continued)
Feedback plc
Annual report and accounts for the year ended 31 May 2024
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Across these groups there are some common drivers of decision making; positive drivers being the need
to save costs, release staff capacity and to reduce patient wait times; negative drivers being risk aversion,
the need to procure competitively and the need for consensus decision making.
We address the positive drivers by building products that deliver these benefits which are then proven in
customer settings.
“Bleepa® has significantly improved referral response times providing more timely
speciality advice and reduced workload for our busy staff as there is much less need for
them to chase up speciality teams for advice “.
Georges Ng Man Kwong, Chief Clinical Information Officer (Oldham, Bury and
Rochdale), Northern Care Alliance
Figure 1 – Results from our CDC programme using data from September 2022 to December 2023
showing reductions in referral to treatment and referral to diagnostic test wait times, and outpatient
appointment requirements
We address the negative drivers by building quality products and ensuring compliance with regulation,
security and information governance standards; by participating in procurement frameworks that enable a
structured approach to procurement and by engaging broadly with all stakeholders to ensure that we bring
everyone with us.
The realities of frontline care delivery
Our customers and their clinicians are hindered by antiquated IT, siloed clinical systems with unfit
interfaces, that deliver snippets of information and that largely require staff to be onsite or to have dedicated
devices for access. Some sites still operate largely paper-based systems. We understand our customer
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About us (continued)
Feedback plc
Annual report and accounts for the year ended 31 May 2024
13
needs because we’ve worked alongside them and we’ve designed solutions that work for them. Obtaining
clinical buy-in is what we do best but is only part of the sales process.
How NHS customers buy our products
NHS procurement typically occurs via two processes:
1. a framework, where multiple products and their suppliers conforming to defined standards and
requirements are listed, which customers can procure by a “direct award”; and
2. a tender, a competitive process for a particular solution that is open to all suppliers.
It is increasingly common for customers to run competitive processes within certain frameworks, a process
called a mini competition. This reduces the risk of challenges by non-selected suppliers and allows the
customer to review the benefits of multiple products. Our products are available on the G-Cloud 14, CDHS
and DOS-6 frameworks, which enable direct award contracts and require our products to meet all NHS
accreditations to be listed.
Our approach is to engage early with multiple stakeholders within a customer organisation, both clinical
and managerial, to ensure they are aware of relevant medical device implications for their product ahead
of a formal procurement process.
In some tenders, where it is evident only a single supplier can deliver a particular product or service,
customers can procure through a “single tender waiver” process. This is rare, however, we have achieved
this with two NHS customers pre-procurement process, demonstrating the uniqueness and strength of our
products.
NHS providers are a key target market
NHS funding
Funding for health services in England comes from the budget of the Department of Health and Social
Care (DHSC) which is funded by HM Treasury through UK taxation. The DHSC budget is made up of
revenue funding for day to day activities and capital funding for long term investments such as buildings
and equipment. The 2024 Autumn Budget (announced on 30 October 2024) allocated the DHSC a budget
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About us (continued)
Feedback plc
Annual report and accounts for the year ended 31 May 2024
14
of £201.9bn for 2024/25 of which £190.1bn is revenue funding, the vast majority of which (£181.4bn) is
allocated to NHS England to pay for day-to-day running costs. The remainder of the revenue funding is
typically divided between DHSC’s other agencies and programmes, including funding for arm’s-length
bodies such as the Care Quality Commission (CQC), the National Institute for Health and Care Excellence
(NICE) and the UK Health Security Agency.
The DHSC’s revenue spending is set to increase by £22.6bn over the next two fiscal years to 2025-26
compared to the 2023-24 outturn.
The largest area of spend for the NHS is staff costs (£79.9bn in 2022/23, approximately 51% of NHS
England’s budget for day to day spend) followed by procurement activities of over £30bn per annum, which
relates to our sales opportunity.
Most of NHS England’s revenue budget is allocated to Integrated Care Boards (“ICBs”) (£114.3bn in
2023/24), some of which is typically ringfenced for certain activities i.e., digital or capital programmes, but
is otherwise able to be spent by the ICS to commission local health services. A further £32.3bn of NHS
England’s 2023/24 revenue budget was allocated on directly commissioning services including some
primary care services, specialised services and public health. The remaining funds are allocated to drive
certain key initiatives aligned to NHSE or political priorities, which in some circumstances, may be used to
execute national contracts. Funds flow to NHS Trusts from ICBs either via contracts, or through a tariff
system known as Payment by Results, or directly from NHS England as directly commissioned services.
Trusts may use this funding to procure solutions such as Bleepa®.
DHSC’s capital budget is used to finance long-term investments such as buildings and medical equipment.
The planned capital budget is £11.8bn in 2024/25 and £13.6bn in 2025/26, up from £10.5bn in 2023/24,
representing a two-year average growth rate of 10.9%. The 2024 Autumn Budget confirmed over £2.0bn
will be invested in NHS technology and digital to run essential services and drive NHS productivity
improvements.
As the NHS is our key customer, we align our value proposition to the specific initiatives that have been
allocated NHS funding and invest time engaging with national and ICS stakeholders responsible for
drawing down the allocated funding.
The NHS provides a large domestic market to address within which we hold relationships decision makers
at all levels. We estimate a TAM of £132m for our core products within the NHS.
Timelines:
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About us (continued)
Feedback plc
Annual report and accounts for the year ended 31 May 2024
15
NHS procurement processes typically take 3-12 months depending on the model used, once initiated. An
approximate 3-6 months of customer engagement is typically required pre procurement therefore the sales
cycle can extend to 6-18 months. Some NHS organisations may require a pre-procurement pilot study
which could lengthen the sales cycle further.
We believe the customer acquisition cost represented by the lengthy sales cycle with NHS organisations
is offset by high lifetime values of contracts which often renew over multiple years, sometimes renewing
for over 10 years.
Recent significant activity in our key market:
Opportunities outside the NHS
Our technologies address clinical pain points that are felt around the world, namely growing wait lists, staff
shortages and spiralling costs. In combination Bleepa® and CareLocker® help our customers do more
with less, ultimately accelerating patient care through the power of collaboration and good quality access
to data in a way that increases the flexibility of staff location and availability.
Although the UK is our domestic market and main focus, we are actively pursuing opportunities for our
technologies in India and there are further markets, such as the USA, that could hold significant possibilities
for growth through replication of the value-based care models that our technologies have enabled in the
UK.
c.£10bn opportunity estimated in core target markets:
Lord Darzi report –
12/09/2024
• England has spent almost
£40bn less than peer
countries on health assets -
spending could have
modernised technology and
significantly cut waiting lists
• NHS ‘in the foothills of digital
transformation'
• Calls on the NHS to make
better of use of patient data,
join up health records,
improve the NHS App and
harness AI
• Calls for a larger proportion of
the NHS budget to be
allocated towards primary
care in the community
• Keir Starmer promising to
move the NHS from analogue
to digital and shift more care
from hospitals to communities
Secretary of State for Health
and Social Care statement –
05/07/24
• Wes Streeting has said 'The
NHS is Broken' and needs a
new model. He has defined 3
key areas, stating that the
NHS must move its focus
• 'From hospital to community'
• 'Analogue to digital'
• 'Sickness to prevention'
• These 3 areas align exactly to
the Feedback value
proposition
APPG for diagnostics report:
• Bleepa featured as key
programme delivering impact
under the Community
Diagnostics Programme
• Opened conversation with
national team around the
Bleepa pathway approach
which led to a series of
funded pilots, still ongoing
with anticipated further rounds
of funding to be released
• Over £400k of funding
provided to date in order to
support pathway pilots with
CDC sites other than QVH
Tony Blair Institute Paper: 'A
Digital Health Record for
Every Citizen' - 19/08/2024
• Tom was a key contributor to
the paper which has already
been socialised extensively
with the new administration
• The key recommendation is a
new technical infrastructure
for the NHS, built around the
patient
• The paper lays out the case
for a single care record and
recommends that this is built
out from the current primary
care record – a record that we
now have an MVP for and a
partner with existing national
scale (see subsequent slide),
making Feedback the
frontrunner for fulfilling the
recommendations of the
paper
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About us (continued)
Feedback plc
Annual report and accounts for the year ended 31 May 2024
16
Our strategy
The Company’s strategy is to pursue opportunities for cross-provider care delivery for Bleepa® and
CareLocker® both within the UK and internationally within India, where we expect to achieve higher
contract values and operational margins than at present, whilst simultaneously experiencing lower
competition.
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 three sales stages
Product sales in healthcare tend to follow the same pattern with each particular customer type or vertical.
Examples of verticals in healthcare include specialty areas or specific clinical pathways such as
breathlessness, which may involve multiple specialties but is a defined use case.
Our sales strategy
The Company aims to accelerate through the three phases as quickly as possible for a defined customer
use case. In parallel, the Company aims to run multiple undefined or new use cases through the validation
stage, where resources allow and where minimum product development is required. In doing so, we
leverage our deep sector knowledge to identify the use cases most likely to generate significant revenues
and to therefore focus our resources on.
We therefore define success in this early stage of the business both by our ability to leverage sales of
existing use cases to similar customers and by the creation of new customer use cases that we can put
through the 3-stage sales model.
Tools such as frameworks and tenders enable us to take proven use cases and leapfrog the pilot stage
into a direct, paid deployment and therefore a considerable amount of resource is focused on applying for
these.
Wherever possible we try to avoid having to repeat a pilot for a proven/converted use case, however in
markets such as India, individual customers expect a free pilot of the product ahead of procurement.
Oh
When the market is looked at again, in terms of a pyramid of stakeholders, the strategy outlined above is
to deploy a use case with a stakeholder in a particular tier and then try to spread that use case through
that tier, each tier nurturing multiple potential use cases for propagation. However, some use cases can
be sold across tiers, holding value to multiple customer groups and in this case the higher tier of customer
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About us (continued)
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Annual report and accounts for the year ended 31 May 2024
17
provides a more optimised route to sale, given that there are fewer customers per tier and that a contract
here is of greater value. Therefore, there is a third strategic approach to sales which is to advance the
value proposition vertically across tiers and this is largely the focus of the executive and senior leadership
team. Given the length of the sales cycle it can be possible to progress across tiers faster than horizontally
within a tier, provided the right stakeholder engagement is achieved.
Metrics:
•
At this stage of growth, cash, revenue and sales are the key external metrics that we report against.
•
Internally we are developing a wider pool of metrics to help us track our performance, linked to the
model of horizontal growth within tiers.
Evidence of vertical strategy:
•
Presentation of QVH pilot to the All Party Parliamentary Group (APPG) for Diagnostics to an
audience of key national stakeholders within NHSE, DHSC and government leading to a number
of emerging conversations and opportunities. It is very rare to be involved in such a process and
our involvement is testament to our evidence base and growing reputation within the industry.
Strategic Report >>> Governance >>> Financial Statements
About us (continued)
Feedback plc
Annual report and accounts for the year ended 31 May 2024
18
Validation
Conversion
Scaling
Sales stage
- Establish pilot
- Develop proof points
- Demonstrate benefits and
robustness
- Define product/customer
fit
- Build on pilot
- Expand engagement
- Formalise purchase
- Trigger procurement
- Leverage pilot/sale to
achieve additional sales
with new customers using
same procurement process
- List on frameworks to
market the product and
reduce procurement
barriers
- Nurture existing
customers, ensure renewal
and/or upsell
- Constantly improve
technology to reduce cost
of acquiring new customers
(reduced integration
burden, slicker onboarding,
optimised cloud storage)
and reduce cost of
maintaining existing
customers (increasing
margins)
Metrics – how
we measure
success
- Number of active users
- Number of patients
- Number of
specialties/pathways
- User feedback
- Impact data (pilot specific)
i.e., time saving, quality
improvement etc.
- Number of active users
- Number of patients
- Number of
sites/pathways
- Customer Acquisition
Cost (CAC)
- ARR
- LTV per customer
- Gross margin (target
>80%)
- Revenue growth from
upsell and renewals
- Revenue per user
- Variable cost per
customer and/or user
Evidence the
strategy is
working
Multiple use cases for
Bleepa® have been piloted
in the market:
- NCA for pager/WhatsApp
replacement
- QVH for cross-provider
pathway
- Odisha for remote TB
screening
- NCA for pager
replacement/referral
management
- RBH for photocapture
(though there may be an
opportunity for cross
pollination here as RBH
are now looking at the
wider WhatsApp
replacement features).
- QVH pilot converted to
paid contract
- Contracts with NCA and
RBH are now multi-year,
growing a base of ARR.
- QVH is evaluating
pathways other to
breathlessness post
contract
- Successful appointment to
frameworks which will
accelerate adoption:
-
G-Cloud 14
-
DOS-6
-
CDHS
Customer
progress
against stage
Strategic Report >>> Governance >>> Financial Statements
About us (continued)
Feedback plc
Annual report and accounts for the year ended 31 May 2024
19
R&D process
Feedback recognises the potential in enhancing and developing new products from its existing
technologies. It is working closely with existing customers to identify unmet needs. To maintain its software
development capabilities in a cost-efficient manner, the Group is continuing its collaboration with Graylight
Imaging, the healthcare division of Future Processing to develop new software features and products.
Feedback capitalises external development costs for writing off against income generated in future
accounting periods. The directors carefully consider what elements of this development expenditure will
generate future economic benefits. This is based upon customer feedback on Bleepa®, product
enhancements, assessing the potential of Bleepa® in non-medical markets and understanding overseas
requirements.
Our regulatory strategy – differentiation through quality, giving
customers confidence in our products
One of our key differentiators is our ability to develop software as a medical device, producing products
that deliver functionality at a quality that is certified as being safe for clinical use.
Healthcare is a highly regulated environment internationally, with each jurisdiction having its own
regulations, all with an overriding focus on three elements: (i) data governance, (ii) intended use and (iii)
patient safety. Regulation elongates the route to market but it provides a significant barrier to competition,
especially from less experienced or emerging companies. We use this barrier to entry as a competitive
advantage, giving us the edge over new start- ups/SMEs and putting us on a level footing with much larger
companies against whom we compete with on our agility and ability to out innovate – typically our products
have a usability that larger companies cannot match and which can only be generated through our ability
to sit as close to our customers as we do, incorporating customer feedback into the design of the products
that we produce as Feedback Medical, hence the company name.
Summary of the credentials that we need in order to sell Bleepa® within our intended markets:
Standard
What is it?
Why does it matter?
What is involved?
UKCA
Regulatory standard –
confirming that Bleepa®
displays digital patient
images at a standard
suitable for clinical review
(as defined by RCR)
Allows the product to be
sold for the intended
purpose
Class 1 – self certification
of conformance with
MHRA
Development and
maintenance of a full
Technical File
ISO 13485
Quality management
standard
Demonstrates that we
meet the standards
expected of a medical
device as part of our
UKCA accreditation.
Demonstrates the
quality of our products to
customers.
Development and
maintenance of a full
QMS which is integrated
into staff training,
internally audited
annually, and externally
audited every 3 years by
a certification body.
ISO 27001
Information management
standard
Demonstrates we have
defined process, that
are independently
audited and externally
validated, to securely
process and manage
sensitive data.
Development and
maintenance of a full
Information Management
System (IMS) which is
integrated into staff
training, internally audited
annually, and externally
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About us (continued)
Feedback plc
Annual report and accounts for the year ended 31 May 2024
20
Standard
What is it?
Why does it matter?
What is involved?
audited every 3 years by
a certification body.
Cyber
Essentials
Plus
Security standard
Demonstrates the
security of the product to
customer, externally
validated.
Document our security
protocols and processes
and have these externally
audited annually. Annual
penetration testing of the
system to check for areas
of weakness.
DCB 0129
Clinical safety and clinical
risk standard
Demonstrates to
customers that we have
considered real world
application of the
technology in the
intended setting and for
the intended purpose
and that we have
deliberately designed as
much risk out of the
product as possible.
Operate a full risk
management plan as part
of product design, testing
and implementation,
which considers
clinical/patient risk at all
stages. Designing and
implementing mitigating
processes where risks
are identified to reduce
such risks. Process is
overseen, reviewed and
signed off by an
independent CSO.
NHS IG
Toolkit
NHS cyber security
standard
Compliance with this is
required in order to sell
a software product to
the NHS.
Extensive set of
information security
requirements that covers
much of same subject
matter as ISO 27001, but
targeted in particular at
the management of
sensitive personal data
DTAC
Digital Technology
Assessment Criteria - an
NHS specific standard
Demonstrates our
conformance with all
NHS requirements for
the provision of software
products
DTAC is largely a
summary capture of all
the above standards.
Strategic Report >>> Governance >>> Financial Statements
About us (continued)
Feedback plc
Annual report and accounts for the year ended 31 May 2024
21
Collaboration with provider of primary care solutions
Post-period, the Company announced a collaboration with a provider of primary care solutions which is
intended to provide a route to rapidly scale the Bleepa solution and pathway approach.
•
To explore the opportunities for a novel Neighbourhood Diagnostics Platform
•
Aiming to combine the partner’s technology and Bleepa to streamline NHS diagnostic and pathway
referrals
•
Intention to pilot the solution before pursuing broader national opportunities for contracts
•
Targeting:
o
Continued reduction in outpatient appointment requirement
o
Further reduction in patient wait-times
•
Ability to scale the solution at pace to multiple GP practices simultaneously
•
Estimated that over 190 million diagnostic tests per year could be redirected to a pharmacy setting
o
Opportunity could represent an estimated total addressable market of £382m annually
The collaboration aligns to the Secretary of State's vision to move care out of traditional acute provider
settings and into the community, closer to patients – a “Neighbourhood Health Service”. With our
collaboration partner, we are responding to this vision with three linked offerings:
If successful it will provide additional capacity to the NHS and help to overcome some of the difficulties
being faced by CDCs, such as recruitment challenges, by enabling redirection to fully staffed facilities. It
will also offer patients' choice and the convenience of attending their local high street for routine NHS
investigations with, we believe, shorter wait times.
3. Consortium: private providers
for national
2. Neighbourhood Health Record
(NHR)
1. Neighbourhood Diagnostics
Platform (NDP)
Neighbourhood Health Service
Strategic Report >>> Governance >>> Financial Statements
Feedback plc
Annual report and accounts for the year ended 31 May 2024
22
Chairman’s statement
Foundations for growth
In 2024 the Company consolidated its position as the preferred solution in cross-provider care. We have
built on the foundations of our pilot programme with QVH, which, post period, resulted in Feedback being
awarded the contract to provide QVH it’s Bleepa® CDC digital infrastructure solution. Our foundations for
growth were strengthened by the incredible outcome data provided to the APPG for Diagnostics, igniting
a national conversation that resulted in the release of central funding to deliver a programme of several
new pilots for the Bleepa® technology across the country.
These pilots are being deployed in partnership with the NHS frontline and will build on the existing evidence
base for Bleepa®, positioning us as the digital glue that is needed to connect care settings around patient
journeys. To move forward in such a way during what has been one of the most difficult periods for the
NHS, as it faces one of the largest funding shortfalls in its history, is testament to the impact of our
technology and the tireless efforts of our team.
During the Period the Company has also opened opportunities in the UK private healthcare sector through
a pilot with Medical Imaging Partnership, where private providers are starting to look at delivering the end-
to-end pathways Bleepa® has enabled in the NHS. The Company has also started to unlock its
international opportunity having succeeded in its application for an import license of Bleepa® as a medical
device to India, allowing our new in-country managing director, Rohit Singh, to start to commercialise
Bleepa® in India, unlocking opportunities across hospital groups and TB screening.
Feedback’s ongoing partnership with the NCA has provided a strong evidence base for the benefits of Bleepa®
The Company achieved revenue growth, despite the difficult trading environment in our domestic market
and notably benefitted from renewals at a higher price by all of its existing NHS customers, building our
confidence in a growing base of annual recurring revenue (ARR). Developing and expanding a foundation
of ARR is a core strategy of the Company and key to our long-term success; with sales cycles in UK
healthcare being very long currently, it is essential that companies can demonstrate recurring contract
revenue and a high lifetime value of customers acquired, and Feedback is delivering this. Alongside
growing revenues, the Company continues to optimise its cost base, becoming increasingly efficient in its
operations. In combination these changes have put the Company in a great position to build on its success
Strategic Report >>> Governance >>> Financial Statements
Feedback plc
Annual report and accounts for the year ended 31 May 2024
23
and pursue a leading position within the emerging markets for its products, especially the CDC and cross-
provider pathway initiatives.
During the Period, the Company has nurtured a deep pipeline of opportunities which it will seek to convert
through its new product functionality, which has been released with version 1.6 of the Bleepa® platform.
Foremost amongst the product enhancements is the dashboard view that allows providers to see the status
of patients across their care journey, even between different care settings, giving the NHS unprecedented
control over the patient journey, a capability that will be a key tool in their efforts to coordinate the reduction
in local waitlists and optimise patient journeys. This has already generated significant interest from
customers and builds on the successful product positioning to date of Bleepa® as the digital pathway
enabler for regional commissioners.
Feedback has an established and growing record which it can build on. Our unique product capabilities
and proven evidence base create a compelling value proposition for a growing number of customers both
within the NHS, the UK private healthcare market and internationally. The Company has pushed hard to
achieve growth, innovation and visibility at a time in which the healthcare system has been consumed by
operational pressures and funding shortfalls. The appointment of a new government presents a huge
opportunity domestically. As the Government looks for quick, proven and ready-made solutions to some of
the biggest challenges facing the system, it need look no further than Feedback and our product
capabilities. Due to the breadth of our product capabilities the Company now has a value proposition into
almost every corner of healthcare and we are poised and ready for growth, both domestically and
internationally.
Rory Shaw
Non-executive Chairman
01 November 2024
Strategic Report >>> Governance >>> Financial Statements
Feedback plc
Annual report and accounts for the year ended 31 May 2024
24
CEO’s statement
Established record to build on
In 2024, the Company set out to build the evidence base for its technologies and to unlock customer
opportunities both within and outside the NHS. This has been delivered through sustained partnership with
a key group of NHS customers in order to generate that evidence and an expansive programme of
stakeholder engagement to build a national and international conversation around our technology.
In recognition of a change in NHS commissioning behaviors towards more regional-based procurement,
the Company has sought to position its products to pursue larger regional and national contracts and has
reflected the additional needs of regional commissioners in its product offering.
Today, in the NHS and other international health systems, there is a growing level of digital maturity within
individual care providers, especially as they embrace electronic care records and other associated
technologies. However there is very little capability to share digital information between providers, despite
care becoming increasingly cross-provider with patients having to attend multiple care settings. The
Company has invested in its products, guided by customer feedback, to hone the value proposition and
increase its attractiveness to a wider customer audience. Key developments were released in v1.6 of
Bleepa® during the year and include upgrades to its messaging and referral capabilities and the ability to
display a dashboard of patient progress along care pathways which enables care navigators to better
manage patient flow. These enhancements have enabled the Company to capture the attention of regional
commissioners who have the added requirement to be able to coordinate care across multiple providers
and therefore benefit from the ability to see patient progress across multiple pathways and provider sites.
Feedback is building on its CDC pathways programme with additional pilots, including with Oldham CDC, part of the NCA.
During the period we were invited to provide evidence generated by our pilot with QVH in Sussex to the
APPG for Diagnostics, a participation that raised our national profile and opened conversations with the
NHSE CDC team, culminating in the award of central funding to support a series of pilot projects with
different providers. Our pilot with QVH was extended during the period and has subsequently converted to
a £495k annual contract post period end. Through these pilots we have demonstrated a 63% reduction in
wait times compared to national targets and an 88% reduction in outpatient appointment requirements,
Strategic Report >>> Governance >>> Financial Statements
Feedback plc
Annual report and accounts for the year ended 31 May 2024
25
which we estimate could save in the order of £295 per patient episode through a reduction in outpatient
appointments. This is a strong evidence base of impact against the key system challenges currently facing
the NHS – namely waitlists, staff shortages and finance. Our ability to demonstrate success is unlocking
further national conversations and also generating interest from regional commissioners.
Outside of the NHS, the Company successfully secured an opportunity for its technology and pathway
approach within the UK private sector in partnership with MIP. This paid pilot will seek to develop a pathway
approach across screening and traditional private service models and is essentially a translation of our
NHS approach into the private sector. The Company expects that this service will go live later this calendar
year and will start to generate clinical impact data early in calendar year 2025. It is our intention to use this
evidence both to secure a longer-term agreement with MIP but also to translate this into sales to other UK
private providers.
In India we have seen increasing recognition of our products since being awarded our import license for
Bleepa® as a medical device. During the period the Company was the recipient of a number of national
awards including the Gold Award as the best Digital Solution for Rural Healthcare at the Integrated Health
and Wellbeing (IHW) Council of India’s Digital Health Awards 2024. This recognition has led to significant
interest in Bleepa® and has already resulted in a number of pilot agreements across TB screening and
hospital care settings, which we are currently in the process of setting up. The Company looks forward to
delivering these pilots and converting these opportunities into contracts. In order to support the TB
screening programme, we have further invested in Feedback Connect (re-branded from BleepaBox) to
remove some of the manual steps in the image/clinical data upload, improving the user experience and
automation of data transfer which will allow the TB screening to be delivered more quickly and at greater
scale.
Following the theme of international opportunity, during the period the Company evaluated a series of
technologies and partnerships which could augment the Bleepa® proposition and open new market
opportunities. The Company announced a collaboration with Vertex In Healthcare post period end, a
collaboration which leverages some of the Company’s legacy Cadran technology to create a new, potential
royalty revenue stream. In addition, this has enabled the incorporation of MedDream, an FDA-approved
Image Viewer into Bleepa®, allowing the Company to move more rapidly into other international markets
in the future, avoiding a number of the challenges experienced with launching a medical device in India.
This partnership paves the way for new growth opportunities in international markets.
Business strategy
Due to the long sale cycle of our target customers and, in some cases, their shifting priorities and financial
position, the business strategy has been to deliver a broad value proposition to multiple customer segments
so that we are positioned to progress multiple sales channels simultaneously and, where necessary, pivot
to capture emerging opportunities. The long sales cycle is offset by the long customer lifetime value of
individual contracts, which typically renew annually for multiple years following the initial sale as
demonstrated during the Period whereby the Company received renewals for the third year running from
two of its early customers, additionally benefiting from enlarged values.
This strategy has served us well to date, initially allowing us to land early contracts for our technology in
an inpatient setting as a WhatsApp replacement then enabling the Company to move rapidly to capture
the emerging opportunity around CDCs and position itself as the preferred solution provider. The Company
has pursued parallel and emerging markets to its core product capabilities rather than trying to break into
established/traditional markets. Whilst this strategy does extend the sales cycle in some cases, and raises
the bar for evidence required, it provides better long-term growth potential into uncontested markets, with
the ability to establish a market leading position, healthier margins, and avoid unnecessary competition
and the traditional race to the bottom on price that is seen widely across other sectors. In healthcare, this
strategy is further supported by the fact that most incumbents enjoy a long contract term with healthcare
customers making it very difficult to disrupt established companies within an established market, especially
part way through an existing contract term.
Strategic Report >>> Governance >>> Financial Statements
Feedback plc
Annual report and accounts for the year ended 31 May 2024
26
The agility required to deliver this strategy has necessitated tight discipline within the team and continued
development in our product capabilities to keep pace with the customer opportunity. In Bleepa®,
CareLocker® and Feedback Connect, the Company has developed a wide toolkit of capabilities that allows
it to address the needs of a wide range of customers. Feedback now has a value proposition to offer almost
every part of the healthcare system.
The Company is well positioned for success with evidenced value propositions against the three key areas
of challenge facing every healthcare system, namely:
1) Staffing – Bleepa® enables existing staff to work more efficiently and flexibly; evidenced to deliver
a 74% reduction in referral response time and an 89% reduction in outpatient appointment
requirements.
2) Waitlists – Bleepa® enables cross-provider care pathways that deliver a 63% reduction in wait
times.
3) Finance – Bleepa® saves on average, an estimated £295 per patient net of the costs of the
platform.
Although felt at the individual provider level, these three pain points are more strongly reflected by regional
and national commissioners and the Company’s strategy is to pursue larger regional contracts where
possible, due to the length of typical sales cycle and the potential upside of enlarged contract sizes. Our
average contract size with an individual hospital trust is currently in the order of £120k - although future
contracts are expected to be higher. Our target contract size for a CDC is currently in the order of £450k-
£600k, which we achieved in the post period with our contract at QVH.
As outlined above, the strategy to maintain a diverse pool of opportunity extends to the UK private and
international markets. Whilst these markets have similar needs, they also have important differences, most
notably around regulation. In India, the Company took the decision to establish an in-country subsidiary
and license its technology to this entity in order to protect its intellectual property and achieve regulatory
approval to trade in India however, this approach may not be necessary in other markets due to
developments to Bleepa® undertaken during the Period, that allow us to incorporate other technologies
with pre-existing regulatory approval in key market areas such as the MedDream viewer, with integration
achieved post period.
A key focus for the period was to raise the profile of the Company and its products with customers and
wider stakeholders. This was achieved through a series of engagements to NHS stakeholders including
speaking on a HSJ panel for diagnostics alongside the national head of the CDC programme and the
national director for diagnostics and participating in a number of award programmes such as the Prix Galien
award in the UK and the IHW award for Best Digital Solution for Rural Care in India.
Increasingly the Company is entering go-to-market partnerships either to enable us to pursue new
international markets (collaboration with Vertex) or to co-create entirely new market opportunities
(collaboration with a primary care solutions provider). These decisions are based on total addressable
market, technological fit and customer footprint. Post period, the Company announced a collaboration
agreement with Vertex, a specialist clinical IT firm with offices in the UK, UAE and South Africa, to combine
key technologies and resell each other's products with a view to driving commercial opportunities in multiple
markets. The collaboration enables the MedDream viewer to be incorporated into Bleepa®, so it can be
sold directly to radiologists for primary diagnostic reporting services, strengthening our teleradiology
offering and expanding the reach of the product to new territories such as the USA. In addition, Vertex will
licence the database capabilities of Feedback's legacy picture archiving communication system Cadran
PACS, now with the MedDream Viewer, which will allow it to build a PACS proposition that will initially be
sold in South Africa and other international markets including the UK, where it sells PACS. This is another
example of the Company's strategy to generate licencing royalties from its legacy products.
Post period events
The recent announcement that Diagnostic Enhanced Advice and Guidance (“DEAG”) diversions achieved
through the Bleepa® platform are now eligible for reimbursement under the ERF could be highly significant
Strategic Report >>> Governance >>> Financial Statements
Feedback plc
Annual report and accounts for the year ended 31 May 2024
27
for the Company. As a result, any Integrated Care Board ("ICB") or hospital in England can now utilise this
funding, by local agreement, to reimburse expenditure on the Bleepa® technology.
Based on the Company's existing programme at QVH, the Company believes that diversion away from
outpatient appointments could be achieved in up to 90% of referrals using the DEAG approach, which
would result in a significant revenue uplift for the participating ICB/Trust whilst simultaneously driving
material efficiencies in service delivery and most importantly benefits for their patients. Based on expected
patient volumes once fully rolled out the Company believes that an indicative ICB contract could generate
over c. £2 million9 per ICB per annum for Feedback under the ERF mechanism (assuming the ERF rolls
forward on an un-capped basis annually). ERF currently runs until 31st March 2025 but the Company
believes, following central conversations, that the funding may be renewed in subsequent financial years
to continue to support waitlist reduction.
On 04 November 2024 the Company will announce a placing by way of an accelerated bookbuild with
closing of the placing expected on the same day and a subscription of new ordinary shares, to raise
approximately £5.2m (before expenses). In addition, on 04 November 2024 the Company will announce
its intention to launch a retail offer to qualifying retail investors in the UK to raise a further up to £1.0m
(before expenses). Subject to closing, the placing, subscription and retail offer is conditional on shareholder
approval at the forthcoming Annual General Meeting. This funding will enable the Company to focus
investment on sales, product development and provide additional working capital.
Post period we have also gone through a rebranding exercise and launched a new website to improve our
messaging, product positioning and customer engagement. For shareholders who have not seen the new
website please visit: www.feedbackmedical.com.
Operational review
Bleepa®
Bleepa® now accounts for 87% of revenue compared to 74% in the preceding year as the Company
continued to move away from its legacy products. This is due to rising contract values with renewing
customers such as the NCA and Royal Berkshire Hospital in Reading, building a growing base of ARR, in
addition to new customer opportunities such as the CDC pilots at Amersham, BOB and NCA - Oldham
which were nationally sponsored through to the end of the NHS financial year-end of 31st March 2024.
Bleepa® was installed at the sites during this initial pilot period term, however we expect that the sites will
seek a second-stage pilot study to operationalise and put patients through the pathway. Once patient
throughput is underway the Company expects these pilots to reinforce the evidence generated by QVH
and build the business case for further expansion in collaboration with the national team. Post period,
Feedback was awarded further funding by NCA - Oldham to extend the delivery of its pilot. This further
funding is for £69,000 with an initial 50% paid from the NHSE H1 budget to 30 September 2024, with the
balance expected from the NHSE H2 budget to continue the pilot to 31 March 2025.
9 Based on 66,000 patients per year per ICB (which assumes a 30% conversion rate of an indicative ICB) and a target payment
share to Feedback of £34 per patient.
Strategic Report >>> Governance >>> Financial Statements
Feedback plc
Annual report and accounts for the year ended 31 May 2024
28
Dashboard view of Bleepa® v1.6
The new features released in version 1.6 of Bleepa® have ignited interest from a wider group of customers,
both domestically in the UK private sector with MIP but also in India where our digital screening solution
has been taken up by the NGO Heal Foundation as a digital enabler of its CSR funded screening
programmes. The dashboard view developed for v1.6 gives unprecedented visibility of patients across
multiple care settings and journeys, information that is not currently available to providers; today some
customers can see patient status within their organisation but they do not have the ability to track patient
status across organisations, which appeals to both regional customers such as ICBs and also to
organisations such as Heal Foundation which have to track patients across multiple screening programmes
and geographies.
Building on the success to date and growing national/regional interest in Bleepa®, our product
development has also become focused on preparing to scale. Behind the scenes, our product team has
been building integrations with the national infrastructure team to be able to utilise existing and widely
adopted back-end integrations into primary care systems that enable a seamless experience for GPs, and
allow us to push the Bleepa® solution to primary care at scale without undertaking a bespoke integration
into individual practices or systems. This work is extremely complex but once completed will enable us to
expand to multiple GP practices instantly allowing us to focus on integration with secondary care systems
when we come to undertake new deployments, which both accelerates new customer onboarding and
reduces the cost of scaling.
CareLocker®
Following initial success with CareLocker®, as a patient-facing interface for Sampurna patients’ medical
data during the prior period, the Company moved away from pursuing active commercialisation of this in
India due to the prevalence of diagnostic centres using WhatsApp to insecurely share medical information
in metropolitan centres such as Mumbai, a practice which undermined the value proposition and
commercial opportunity. The view we commonly encountered was that, although patients recognised the
benefit and were prepared to pay for it at our pilot site, it would be difficult to achieve the necessary scale
due to the use of WhatsApp as a free alternative. Therefore we decided to pause trading until new
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Feedback plc
Annual report and accounts for the year ended 31 May 2024
29
legislation, the Digital Personal Data Protection (DPDP) Act, came into effect. The DPDP Act is an India
equivalent legislation of GDPR and places requirements on data providers, such as diagnostic centres, to
ensure the security and protection of data which would prevent the use of WhatsApp by diagnostic centres
for sharing clinical information with patients. The DPDP Act has now been passed in India and we are
actively evaluating how it will be applied in practice and whether this will lead to an opportunity to revisit
this customer opportunity.
Domestically, we are seeing increasing interest in being able to share clinical information with patients, as
demonstrated by our pilot contract with MIP. The NHS wants this to occur through the NHS App, however
this does not currently have these capabilities and it would be very complex and expensive for the NHS to
build from scratch. There may therefore be an opportunity to position CareLocker® as a back-end enabler
to provide patients with their clinical results through the NHS App, which the Company is actively exploring.
It will depend ultimately on political will and the ability to reach meaningful commercial terms that justify
the development required to embed CareLocker® into the NHS app.
India
During the period the Company was successful in its application to import Bleepa® as a medical device
into India, which was a dependency that needed to be delivered before we could sell Bleepa® in India.
This approach required the Company to establish a wholly owned, in-country subsidiary as a vehicle which
could then import Bleepa® from the Company and which was necessary to protect our intellectual property,
which would have been exposed if we had pursued the faster alternative strategy of exporting the product
to a third-party Indian wholesaler. Receiving the import license has enabled our newly appointed in-country
Managing Director, Rohit Singh, to start commercialising Bleepa® and begin to address the enormous
market opportunity for our technology in India, targeted at sales to hospital groups and to enable national
TB screening programmes, with a potential estimated TAM of £8bn.
Feedback wins IHW 2024 award for Digital Solution for Rural Healthcare for its support for the TB screening programme in Odisha.
Rohit Singh, Managing Director of India, has successfully engaged a number of customers both on the use
of Bleepa® as a communication tool within hospitals, and as a health corridor between hospitals and for
the facilitation of TB screening in remote communities across India. The typical commercial journey in India
is to establish a short 3-6-month free pilot with individual customers and then convert to a rolling multi-year
contract. In addition to contracts with commercial hospital groups the Company is also pursuing contracts
Strategic Report >>> Governance >>> Financial Statements
Feedback plc
Annual report and accounts for the year ended 31 May 2024
30
with regional and state governments that typically have to go through competitive procurement, as in the
UK, procurement that is typically informed by pilots and therefore the same approach of pilot-contract will
be adopted across both public and private sectors.
The contract size potential of individual state contracts however is extremely large, with many states being
of an equivalent size to the entire UK population or larger. Based on Rohit’s early success we hope to soon
be in a position to announce meaningful pilot contracts across multiple healthcare sectors with a view to
converting these to paid contracts as soon as possible. TB screening will be funded through corporate
social responsibility (CSR) sponsored programmes initially, before hopefully being adopted by regional and
national screening programmes. CSR funding is a robust mechanism in India as we believe that companies
above a certain threshold have to spend 1% of their annual profits on CSR activity, creating a large capital
resource to drive programs such as TB screening. Rohit, in partnership with the Heal Foundation, is actively
pursuing CSR sponsors to drive the screening programmes in several states.
Financial review
2024
2023
Key performance indicators
£m
£m
Revenue
1.18
1.02
Gross margin
93%
92%
Sales (non IFRS)
0.95
1.27
Operating expenses
(4.79)
(4.36)
Operating loss
(3.69)
(3.42)
EBITDA loss (non IFRS)
(2.73)
(2.61)
Cash outflows from operating activities
(2.22)
(1.79)
Cash outflows from investing activities
(1.22)
(1.20)
Cash & cash equivalents end of period
3.88
7.32
Intangible assets
4.07
3.71
Contract liabilities (deferred income)
0.22
0.44
Net assets
7.64
10.87
Revenue for the year ended 31 May 2024 increased 15% to £1.18m (2023: £1.02m), driven by the CDC
pilot contracts win of £0.35m, offsetting the ongoing decline in legacy product sales (Cadran support and
TexRad). Bleepa® contributed 87% (2023: 77%). In addition, all existing NHS customers renewed in the
period with inflationary uplifts. Gross margin remained steady at 93% (2023: 92%).
Sales, a non IFRS measure representing the total customer contract value invoiced in a period, decreased
26% reflecting lower NHS contract wins in the Period. Bleepa® contributed 85% (2023: 73%) of Sales and
Image Engineering license fees 12% (2023: 20%). 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
£0.22m (2023: £0.44m).
Operating expenses increased 10% to £4.79m (2023: £4.36m), primarily due to higher staff costs arising
from headcount expansion and cost-of-living wage increases, a portion, £0.13m (2024: £0.03m), of
outsourced software development costs being recognised as maintenance (operating) expense rather than
capital given the ongoing maturity of Bleepa®, increased contractor/consultancy costs for business
development activities and higher amortisation charges (non-cash). Operating loss increased to £3.69m
(2023: £3.42m). EBITDA loss, excluding depreciation and amortisation charges of £0.96m (2023: £0.81m),
widened 5% to £2.73m (2023: £2.61m).
Strategic Report >>> Governance >>> Financial Statements
Feedback plc
Annual report and accounts for the year ended 31 May 2024
31
Cash outflows from operating activities increased 24% to £2.22m (2023: £1.79m) primarily due to higher
operating expenses offsetting higher revenues, and more favourable working capital movements in the
prior period. Cash outflows from investing activities remained broadly flat at £1.22m (2023: £1.20m),
primarily being capitalised software development expenditures with Graylight Imaging related to product
enhancements and new features. The Group’s cash position as at 31 May 2024 was £3.88m (31 May
2023: £7.32m), a decrease of £3.44m over the prior year.
Intangible assets increased to £4.07m (2023: £3.71m), primarily representing capitalised software
development expenditures of £1.30m (2023: £1.23m), offset by amortisation charges of £0.94m (2023:
£0.80m). Net assets decreased to £7.64m (2023: £10.87m) as at 31 May 2024.
Outlook
A change in the UK government brings with it exciting opportunities. The Prime Minister has talked to ‘the
biggest reimagining of the NHS’ with the new Secretary of State for Health and Social care, Wes Streeting,
stating that the NHS needs urgent reform, with a focus on moving care away from hospitals into the
community and transitioning from analogue to digital; both of which can delivered by our technology and
the diagnostic pathway approach that we have pioneered at QVH. The government’s call for a
‘Neighbourhood Health Service’ requires a new infrastructure to connect the community providers around
the patient which is exactly the infrastructure proposed through our recently announced collaboration with
a leading UK primary care record provider and which was called for in a recent Tony Blair Institute paper
‘Preparing the NHS for the AI Era: A Digital Health Record for every Citizen’.
Importantly there are indications of a change to the financial landscape of the NHS. Lord Ara Darzi’s review
of the NHS found that the NHS technology landscape was approximately 15 years behind other
comparable healthcare systems and that there had been a historic shortfall of approximately £37bn in
capital investment which would need to be closed in order to underwrite the NHS recovery programme.
These are all indicators that the NHS is seeking to reinvigorate investment in technology and that the new
administration recognises the importance of digital enablement in the NHS recovery plan. Proven
technology such as Bleepa, with a track record for patient impact, is well positioned to capture the growth
opportunities should the financial constraints on the system ease. With the support of our recently
announced channel partner, our solution can scale rapidly to capture a national opportunity as it emerges.
We are delighted that DEAG diversions achieved through the Bleepa platform are now eligible for
reimbursement under the ERF. This will enable straight to diagnostic, multidisciplinary pathways between
care settings, reducing the need for traditional outpatient and multidisciplinary team models. As a result,
the ERF will pay ICBs and hospitals for activity, including diversions away from traditional care pathways,
at a payment of £20610 per diversion (based on the median outpatient attendance unit price). ERF is a
clinical fund, designed to stimulate clinical activity by linking payment to additional activity delivered. We
believe clinical funding is much more likely to be maintained across financial years and is less likely to be
re-deployed or withdrawn in the way that we have seen with capital funding for technology in recent years,
such as the approximate £800m that was re-deployed from the frontline digitisation fund to meet the
increased pay demands of the various staff strike settlements.
Aligning to clinical funds means that our solution would be a component of a clinical service rather than a
direct technology cost. This would enable a higher per price per patient as we are able to incorporate the
value created from clinical service redesign delivered by our solution, rather than only a technology license
fee, thereby achieving higher margins. The funding would scale with patient throughput, with payment both
linked to success and uncapped in terms of value delivered - the more activity that the product drives, the
more that the Company would be paid and the more that the system and patients would benefit. An
indicative ICB contract could generate over £2 million per annum per ICB, assuming the ERF rolls forward
on an un-capped basis beyond 31-March-2025.
9 Based on the median first outpatient attendance unit price from the 2023/25 NHS Payment Scheme.
Strategic Report >>> Governance >>> Financial Statements
Feedback plc
Annual report and accounts for the year ended 31 May 2024
32
With a proven value proposition and a growing UK market presence the Company has also started to
consider its international options for expansion. Our journey into the Indian market took longer than planned
due to complexities around local medical device certification and therefore the Company has looked at
how we can circumvent similar difficulties in other markets such as the USA and Middle East. Incorporating
the MedDream viewer in the post period allows the Company to consider wider international markets that
previously we were prevented from exploring due to the different regulatory environments. The use cases
and evidence base generated from our existing deployments provide a compelling proposition to
international providers who typical struggle broadly with the same issue facing UK and Indian healthcare
providers. Our ability to provide a shorter patient journey, with the same or fewer staff and with visibility of
patient status across entire clinical journeys represents an unparalleled value proposition to
commissioners, insurers and providers across many international markets; the success demonstrated in
the NHS additionally gives the Company international credibility.
With a growing evidence base, viable funding mechanism and a channel partner who can help the company
deliver national scale at pace, plus growing visibility of international opportunity, there has never been a
better time to invest in the Company. We look forward to delivering value to our shareholders and
transformation for our customers in the upcoming financial year.
Dr Tom Oakley
Chief Executive Officer
01 November 2024
Strategic Report >>> Governance >>> Financial Statements
Feedback plc
Annual report and accounts for the year ended 31 May 2024
33
Principal risks and uncertainties
The Board is responsible for developing a comprehensive risk framework and a system of internal controls.
We have identified the following as the principal risks and uncertainties that are facing the Group:
Strategic
Risk
Description and impact
Trend
Mitigation
Product
development
Risk that the products in
development may cost more
and/or take longer to develop
than current estimates. The
products in development may
not perform as expected and fail
to reach the production stage if
not technically and commercially
viable. Risk that the market for
the product smaller than
originally envisaged.
Potential impacts:
Lower revenues than estimated
if commercially viable products
are not developed. Inadequate
return on investment if market
size is smaller than originally
envisaged. Requirement to raise
additional financing to complete
development if risks materialise.
New product development is
complementary to work already
being undertaken by the business.
We are therefore able to leverage
existing technology, skills and
know-how to reduce product
development risk.
The Group develops new products
and features based on known
customer requirements,
establishing a relationship with
different types of customer groups,
across technology categories and
geographies.
The Board and Leadership team
evaluates potential market size and
investment returns ahead of
commencing new product
development, and monitors
progress regularly.
Competition
The Group operates in a highly
competitive market and
faces competition from products
designed, marketed and
supplied by
companies with significantly
greater resources.
Potential impacts:
New technologies emerge that
may render the Group’s
products in development
obsolete before development
has completed, resulting in
impairment charges. Increased
competition may affect market
share and lead to pricing
pressure, impacting financial
returns.
We continually monitor the
commercial and competitive
landscape, benchmarking our
products against competitors and
where possible, identifying new
features and enhancements
needed to stay ahead.
We engage in regular customer
dialogue to define future use cases
for our products to ensure that the
product offerings remain
differentiated.
The Group focuses on the
development and ownership
of IP, which it believes will create
the greatest long-term value for the
Group.
Strategic Report >>> Governance >>> Financial Statements
Principal Risks & Uncertainties (cont.)
Feedback plc
Annual report and accounts for the year ended 31 May 2024
34
Over-
dependence on
a single
customer
The NHS currently contributes
the majority of the Group’s
revenues. Changes to its
organisational structure and
procurement processes could
affect the Group’s ability to sell
effectively to this customer.
Examples of this include the
transition from Clinical
Commissioning Groups (CCGs)
to ICSs and the merging of NHS
Digital and NHSX with NHS
England and NHS Improvement.
The NHS procurement process
can be complex lengthy with the
risk that the Group may not be
included on future frameworks
which govern procurement.
Potential impacts:
Revenues fall short of
expectations, take significantly
longer to materialise, or do not
materialise at all.
Close engagement with the NHS at
strategic and tactical levels
(including regionally and nationally),
by the Board and Leadership team,
who have significant experience
working in, and supplying to, the
NHS, and have relationships with
key NHS decision- makers.
Increasing diversification of the
Group’s business, reducing reliance
on the NHS as a revenue source
with a target of achieving a balance
between NHS and non-NHS
revenues over time.
The new Labour government in the
UK is supportive of the increasing
use of technology in the NHS which
could provide NHS customers with
additional funding to procure our
product(s).
Stated strategy to expand into
geographies outside of the UK will
also reduce specific exposure to
the NHS in due course.
Operational
Risk
Description and impact
Trend
Mitigation
Cyber security
threats
Risk that the Group will be
subject to a cyber security
breach, leading to a catastrophic
failure of IT systems, which
could result in a significant data
loss or leak of sensitive patient
data.
Potential impacts:
A successful cyber-attack could
expose the Group to significant
loss of operations, potential
litigation, and commercial,
financial, and reputational
damage. In the event of a data
breach the Group is liable to be
fined for a breach of GDPR
legislation.
The Group has an established
disaster recovery plan and ensures
that secure back-ups are
maintained.
We evaluate all third-party
suppliers, ensuring that they have
appropriate fall-back systems and
disaster recovery processes.
Feedback Medical Limited is
certified against the Information
Security Standard ISO: 27001 and
is subject to regular audits of its
Integrated Management System by
its Certification body.
External audits and assessments
including penetration tests provide
independent scrutiny of the Group’s
IT infrastructure, allowing us to
retain our compliance certification
with the UK’s Cyber Essentials Plus
standard.
The Group has cyber insurance in
place and has established policies
Strategic Report >>> Governance >>> Financial Statements
Principal Risks & Uncertainties (cont.)
Feedback plc
Annual report and accounts for the year ended 31 May 2024
35
and working practices which are
monitored by our Chief Regulatory
and Compliance Officer to protect
the Group against a cyber-attack
and any security breaches in this
area.
Regulatory
approvals and
compliance
Regulatory approvals are
required to market and sell
medical devices into both the
UK and potential export
markets. Following Brexit, the
UK may require new standards
to the prevailing CE/UKCA
standards requiring additional
regulatory approval of our
products before they can be
offered for sale in the UK.
Following receipt of regulatory
approval, products are subject to
continual review and there can
be no assurance that such
approvals will not be withdrawn
or restricted.
There may also be regulatory
changes that could require
additional studies or validation
and a need to resubmit products
to the regulatory authorities, with
no assurance that we will
receive regulatory approvals to
continue marketing the products.
The Group also need to comply
with ongoing regulatory
requirements, such as
maintaining a quality system, for
which we are subject to periodic
inspections (scheduled and
unscheduled), with a risk that
these inspections highlight
issues which require a
temporary suspension in trading
activities.
Potential impacts
Failure to obtain or maintain
regulatory approvals for its
products may result in a delay,
or make impossible, the
commercial exploitation of the
Group’s products, threatening its
ability to trade in the long term.
Potential financial penalties for
The Group’s Regulatory, Quality
and Compliance team is focused on
the regulatory needs for product
development and prepares high-
quality documentation to support all
regulatory applications. This team
monitors changes to laws and
regulations and ensures
compliance with legislation and
codes of best practice.
Bleepa® is UKCA marked and we
continue to monitor the UK’s
regulatory landscape post Brexit
and will take necessary actions to
register our products in any
alternative UK-based system as
and when required.
Feedback Medical Limited is
certified against the Medical Device
Manufacture Quality Standard ISO:
13485 accredited and is subject to
regular audits of its Integrated
Management System by its
Certification body.
All documentation is stored and
available should any resubmission
be necessary, and our quality
systems are designed to be
sufficiently robust to withstand any
necessary scrutiny.
All employees are provided with
ongoing training on key regulation
such as anti-bribery and corruption
and GDPR.
Strategic Report >>> Governance >>> Financial Statements
Principal Risks & Uncertainties (cont.)
Feedback plc
Annual report and accounts for the year ended 31 May 2024
36
non-compliance, with associated
reputational impact
Changes in applicable
legislation, regulatory policies, or
the discovery of problems with
products may all result in the
imposition of restrictions on sale,
including the withdrawal of the
product from the market, or may
otherwise have an adverse
effect on the Group’s business
and/or revenue streams.
Dependence on
key executives
and personnel
The success of the Group is
highly dependent upon the
expertise and
relationships of the Directors
and
other senior employees. The
competition for skilled
technology individuals is highly
competitive, with the risk that
Feedback cannot
attract and retain highly skilled
and dedicated staff.
Potential impacts:
The loss of any of the key
individuals
could have a material adverse
effect on the ability to grow and
scale the business within the UK
and internationally.
The Remuneration Committee
ensures that salaries and incentive
schemes are benchmarked against
industry standards and are
reviewed annually. A share option
plan exists for all employees,
providing a long-term incentive to
remain with the Group.
Contracts of employment are
drafted to include the necessary
confidentiality and non-compete
clauses. Any potential skill
shortages in our employee base
are identified
and we continuously monitor the
market to ensure that suitable
individuals can be recruited.
We undertake succession planning
to minimise the potential impact
should any senior level roles
choose to exit the business and we
have initiatives in place to achieve
high levels of employee
engagement.
Dependence on
third-party
suppliers
The Group’s business depends
on
products and services provided
by third parties, including
software development services.
There is a risk of delay and/or
interruption to the supply of
products or services by these
third parties, and a risk that such
products and services are not
delivered to product
specification.
Potential impacts:
Our product and R&D teams work
strategically and seek to prevent
over reliance on any one key
supplier, by maintaining
relationships and seeking proposals
from multiple suppliers on an
ongoing basis. We retain ownership
of our own IP and ensure that our
inhouse teams have the knowledge
and know how to manage that IP.
This ensures that the Group can
guide product development in a
safe and efficient manner,
minimising the reliance on external
third parties.
Strategic Report >>> Governance >>> Financial Statements
Principal Risks & Uncertainties (cont.)
Feedback plc
Annual report and accounts for the year ended 31 May 2024
37
Failure by a third-party supplier
to deliver products and services
on time could result in increased
working capital requirements
and a potential delay and/or
reduction in revenues.
Failure in a third-party system
could result in an Information
Security Incident that affects us,
or our customers.
Business interruption insurance is
in place and alternative suppliers
are identified to ensure that there is
always a secondary source for key
products and services necessary.
Suppliers are carefully selected to
minimise risk of supplier failure or
insolvency. All key suppliers are
scrutinised using a process that
aligns with both the ISO 13485
(quality) and ISO 27001
(Information security) standards.
This ensures that all services
provided to us are at the level
required in order for us to
successfully deliver to our
customers.
We undertake diligence on
suppliers and ensure our team
members are aware of supplier
requirements or restrictions, to
minimise the risk of loss of a
supplier, due to a breach of
contractual obligations.
Financial
Risk
Description and impact
Trend
Mitigation
Availability and
terms of
additional
financing
The Group’s financing
requirements depend on several
factors, including the rate of
market acceptance of our
products/technologies and our
ability to attract customers.
There is a risk that the Group is
unable to obtain adequate
financing on acceptable terms, if
at all, such that it cannot meet
its financial obligations as they
fall due.
Potential impacts:
Inadequate financing could
result in the delay, reduction or
abandonment of research and
development programmes
and/or negatively impact the
commercialisation of our
products.
The Board regularly monitors the
cash position of the Group and
ongoing cash requirements. We
have systems, controls, and
processes to manage expenditure
in line with budgets, and cash is
managed through rolling cash flow
forecasts which are updated at
least monthly.
A significant amount of our
development spend is currently
subject to HMRC research and
development tax relief.
Economic and
political
uncertainty
The Group could be affected by
overall economic and political
conditions in the UK and globally
including the risk of a recession,
high inflation, currency
fluctuations, the continuing
conflicts in Russia/Ukraine and
The Group’s products are
considered to be better value for
our customers than competitor
products, particularly the NHS, and
our pricing strategy incorporates
customer budgetary constraints and
processes.
Strategic Report >>> Governance >>> Financial Statements
Principal Risks & Uncertainties (cont.)
Feedback plc
Annual report and accounts for the year ended 31 May 2024
38
the Middle East, and economic
and political
instability associated with Brexit
Potential impacts:
A recession, particularly in the
UK, could lead to the Group’s
customers reducing their
expenditure on the Group’s
products and/or being more
price sensitive. The conflicts in
Russia/Ukraine and the Middle
East could lead to further lead
surges in energy costs. The
Group purchases services within
the EU which may become more
expensive with longer lead-times
from order to delivery and
increased red tape. Persistently
high inflation could reduce the
cash runway.
The Group is a low energy user and
we do not have any customers or
suppliers in geographies currently
experiencing conflict such as
Ukraine and Russia and are
therefore not currently experiencing
any material disruption to our
operations. We continue to closely
monitor the evolving situation and
will develop appropriate response
plans if required.
We continue to review and monitor
the economic and political changes
post Brexit and will continue to
consult widely to better understand
any uncertainty and associated
impacts.
Our standard terms & conditions
contain a right to increase our
annual fees by inflation, which
helps offset inflationary price
increases of our suppliers.
Strategic Report >>> Governance >>> Financial Statements
Feedback plc
Annual report and accounts for the year ended 31 May 2024
39
Environmental, social & governance report
Introduction
Feedback conducts its business activities to the highest ethical standards and expects clients and suppliers
to embrace these same principles. We are delighted to present this inaugural environmental, social and
governance (ESG) report which outlines how we conduct our activities and should be read in conjunction
with other sections of the Annual Report, notably the Corporate Governance section.
During the year under review, the Board and Leadership team recognised and discussed the increasing
importance of ESG matters for both the Group and its stakeholders. As a relatively small organisation, the
Group’s impact on the community and the environment is modest, however the Board strives to always
ensure that the business acts in an ethical and in an environmentally conscious manner.
We now have a Corporate Social Responsibility (CSR) Lead within the business who works with the
management team to coordinate our CSR strategy across the company. At present this includes small
incremental changes in working practices, such as looking at initiatives to reduce our carbon footprint,
diversity and inclusion, and giving back through volunteering.
Feedback is committed to being a responsible corporate member of society and our priorities are to protect
our employees, support our customers and stakeholders and continue to protect the environment around
us. We believe that this approach supports the Group’s long-term success.
Environmental
Carbon reduction plan
Our team is committed to reviewing our sustainability initiatives which will reduce our environmental impact.
These include the following:
•
Reviewing suppliers and procurement ensuring environmental factors are considered.
•
Realigning strategy on exhibitions – stands, marketing materials etc and focussing on a more
sustainable approach.
•
Reducing waste
•
Where possible reducing travel, and using public transport
•
Publishing our Carbon Reduction Plan
For the first time ever, the Group appointed an external consultant, Environmental Strategies Limited in
the period under review, to perform a carbon audit for the financial year ended 31 May 2023 (FY2023).
Whilst there are no comparisons with previous years, this report sets out a baseline of understanding about
the Group’s carbon impact and makes recommendations for reducing our carbon impact.
During FY2023, the Group’s activities generated 51.9 tonnes of CO2 as shown in the table below (Scope
1,2 and 3 emissions are as defined under the Greenhouse Gas (GHG) Protocol)
FY2023
Emissions
Total (tCO2e)
Scope 1
0
Scope 2
0.44
Scope 3
-
Cat 4 – Upstream Transport & Distribution
-
Cat 5 – Waste Generated in Operations
-
Cat 6 – Business Travel
-
Cat 7 – Employee Commute
51.65
Total emissions
52.09
Strategic Report >>> Governance >>> Financial Statements
ESG report (cont.)
Feedback plc
Annual report and accounts for the year ended 31 May 2024
40
Post period, a carbon audit was undertaken for the year ended 31 May 2024 (FY2024), in which the
Group’s activities generated 31.52 tonnes of CO2 as shown in the table below.
FY2024
Emissions
Total (tCO2e)
Scope 1
0
Scope 2
0.41
Scope 3
-
Cat 4 – Upstream Transport & Distribution
-
Cat 5 – Waste Generated in Operations
-
Cat 6 – Business Travel
-
Cat 7 – Employee Commute
31.11
Total emissions
31.52
In the year ended 31 May 2024, we exceeded our commitment to reducing our carbon emissions. The
footprint reduced significantly compared to FY2023, primarily due to less international travel. We are
striving to achieve net zero by 2050 or earlier in alignment with the NHS’s aspirations, our key customer.
Strategic Report >>> Governance >>> Financial Statements
ESG report (cont.)
Feedback plc
Annual report and accounts for the year ended 31 May 2024
41
Completed carbon reduction initiatives
The following environmental management measures and projects have been completed or implemented.
The carbon emission reduction achieved by these schemes cannot be quantified, however the measures
will be in effect when performing the contract and the ongoing impact will be monitored against our FY2023
baseline.
Our working practices: Influenced by the coronavirus pandemic, flexible working was introduced in
CY2020. Our permanent London office was closed and our staff have a choice to be home based or work
out of shared offices (WeWork) or our Peterborough office. The Peterborough office generally serves those
within an easy commute, decreased the need for employees to travel long distances. The pandemic also
forced many of our meetings online; this practice has continued which further reduces our travel-related
emissions. In addition, we encourage our customers to conduct meetings with us online (unless face to
face is more appropriate).
Our products: Our product Bleepa® is an app that connects medical professionals safely and securely.
We have been working to develop the product to allow both primary and secondary care to communicate
with each other about their patients without the need for letters, emails and telephone calls. All
communication takes place within the app thus reducing the carbon footprint traditionally seen within a
medical setting. The fact that multidisciplinary teams can discuss a patient within the app means that there
is no need for in-person meetings to discuss next steps. Asynchronous communication supports efficient,
cost-effective multi-disciplinary team working across care settings. It also negates the need for travel, and
paperwork both which help to drive down Scope 3 carbon emissions.
Planned carbon reduction initiatives
Increasing awareness and profile of sustainability within the business: Sustainability will have a place
on each all-staff Company meeting agenda. Whether it is outlining our carbon reduction strategy or looking
at how the business can manage its carbon emissions we are communicating as an organisation as to how
to improve our sustainability credentials.
Improve the data quality in our Carbon Reduction Plan: Following the publication of our inaugural
Carbon Reduction Plan, we have already identified ways to improve our data collation processes over the
next couple of years, which will ensure greater accuracy in reporting. These methods include using plug-
in energy monitors at the office to determine actual electricity consumption and weighing our general waste
from office activities.
Carbon conscious events: We seeking ways to reuse our stands for events. Where this is not possible
(there are some events where they provide the stands) we intend to understand how much of the stands
are reused and what if any of the products are put into landfill.
Low carbon energy supplies: Over the next five years we intend to source couriers only using electric
vehicles, and to review the potential for an office space powered by a zero-greenhouse gas energy source.
Social
Employees
As a technology business, the Group’s success is built on the intellectual capital of our people, and the
pride they feel in working for the Group. The aim of the Board and Leadership team is to enable, empower
and strengthen this drive through the creation of a positive working culture in which employees feel
engaged, committed and motivated.
The average number of full-time equivalent employees in 2024 was 26 (2023: 23). Feedback operates a
predominantly virtual business model with most employees working from home for at least half of the week.
The Group will be investing further in the HR function to provide the necessary support for our growth
Strategic Report >>> Governance >>> Financial Statements
ESG report (cont.)
Feedback plc
Annual report and accounts for the year ended 31 May 2024
42
plans, ensuring a positive working environment for our staff and a strong culture of community,
transparency, accountability, reward and recognition.
Employee reward and recognition
The Board is committed to the reward and recognition of our employees for their contribution to the Group’s
success as well as supporting their overall wellbeing. We provide an attractive range of benefits including
-
Company pension contribution higher than the statutory minimum,
-
Bonus linked to both personal and Company performance
-
Private medical insurance
-
Enhanced maternity, adoption and paternity pay following one years’ service
-
Access to salary sacrifice schemes e.g. cycle to work scheme and electric vehicles
-
Funding for professional training and development
-
Corporate match for charitable donations made by employees
-
Employee referral bonus
We also offer a comprehensive, confidential Employee Assistance Program (EAP) available 24/7 providing
personalised, on-demand advice and support from mental health, financial and legal experts. This includes
access to a dedicated case manager to guide the employee through the process as well as access to
online tools, telephone and face-to-face sessions if needed. Coverage is also available to employees’
immediate family.
The Group has a tax-efficient employee share option scheme (EMI) to motivate and retain key staff and
allow them to share in the success of the Group.
Non-financial benefits include the ability to work on a hybrid basis and on a flexible basis if required,
allowing employees to work from home on a regular basis to cater, for example, family obligations. This is
a core component of building a culture of accountability and empowerment throughout the organization
with clear goals and expectations for every role.
Employee engagement
We believe that employee engagement is critical to our success. Our primary methods of company-wide
engagement include
-
Monthly all-staff business update meetings using MS Team, at which staff members are invited to
join a Company update and hear from the Leadership team, meet new employees, and learn about
business progress and initiatives
-
Quarterly all-staff meetings which allow our staff to meet in person. These meetings focus on
strategy and key issues being faced by the business, with staff encouraged to share their opinions
and ideas, including anonymously. These meetings also provide an opportunity for individuals to
talk about their specific roles and for the CEO and Leadership team to provide details on the
strategic direction of the business.
-
Social events which allow our teams to get together in a less formal setting. It allows those
individuals who don’t attend WeWork or Peterborough offices to interact and build relationships in
person.
-
Face-to-face team meetings as required for business purposes, either at a WeWork location in
London or our Peterborough office
We are increasing our engagement by commencing regular employee surveys to identify areas for
improvement across the various locations and for granularity into different departments across the
business.
Charitable initiatives
As part of our ESG approach, we took on board employee feedback on their preferred methods of
community engagement and charitable activities. This showed that employees were very keen on
supporting local causes and initiatives and to have collective participation in fundraising and volunteering,
with hands-on face-to-face interaction rather than behind the scenes. As such, the Company now offers a
corporate match for charitable donations made by employees, a scheme which has been considerably
Strategic Report >>> Governance >>> Financial Statements
ESG report (cont.)
Feedback plc
Annual report and accounts for the year ended 31 May 2024
43
popular and resulted in donations to various charities including Walk for Pancreatic Cancer UK, 7th Crawley
Scout Group and Pedalling for Pantries.
As a business we hold our quarterly meetings in venues supporting charitable/community causes. We
regularly use Cathedral View in London which supports the work of The Passage. Our booking contributes
directly to supporting the work of The Passage; providing the resources which encourage, inspire and
challenge those who have experienced homelessness, to transform their lives. We have also used The
Living Space which supports Bankside Open Spaces Trust, an environmental and volunteering charity
working to provide outstanding green spaces and outdoor activities that enhance the health and wellbeing
of urban communities.
This year we held our first CSR day. The team were surveyed to understand what sort of charity we would
support and it was agreed that we would do something outdoors with an environmental project. With many
of the team working in London we decided to work with Bankside Open Spaces Trust. Our task was to
clean up Ufford Street Gardens; and the teams involved were given general gardening and maintenance
activities that included: clearance of vegetation, watering, pruning, weeding, spreading compost, and litter
picking.
Feedback Medical team volunteering in Ufford Street Gardens, London.
Governance
Corporate governance is described in detail in the Corporate Governance Statement on pages 51 to 60.
The section below outlines other aspects of governance and best practice within the Group.
Good corporate conduct
The Board recognises that the Group has a duty to be a good corporate citizen and to respect the laws
and where appropriate, the customs and culture of the territories in which it operates. The Group has
implemented several policies to help ensure the highest standards of personal and professional ethical
behaviour are adhered to:
•
Whistleblowing
Strategic Report >>> Governance >>> Financial Statements
ESG report (cont.)
Feedback plc
Annual report and accounts for the year ended 31 May 2024
44
•
Anti-bribery
•
Social media
These policies are reviewed regularly and the next review will be a comprehensive one to ensure
consistency across our offices and ensuring we are in line with current best practice.
Whistleblowing
At Feedback, we support an open and collaborative working culture, which is core to our values. We are
committed to identifying and eliminating all forms of corruption, malpractice or wrongdoing within the
workplace and taking appropriate measures to remedy a situation. Our whistleblowing policy is vital to
ensure we maintain high ethical standards in our organisation and operations. We have an internal
anonymous reporting facility for employees to raise concerns which are directed to a Non-Executive
Director.
Anti-bribery
Feedback has an anti-bribery policy designed to ensure that we conduct our business in an honest and
ethical manner. The policy covers all members of staff worldwide, and training is provided to all employees
regularly.
Social media
Feedback has a communications policy that includes social media guidelines designed to ensure that our
employees online activity follow the same high standards of conduct as our offline activity. This ensured
that social media activity of employees maintains the Company’s standards of conduct of honesty, integrity,
confidentiality, respect, responsibility and trust.
Strategic Report >>> Governance >>> Financial Statements
Feedback plc
Annual report and accounts for the year ended 31 May 2024
45
Stakeholder engagement
Section 172 Statement
This section serves as our section 172 statement and should be read in conjunction with other information
included in this Annual Report.
Directors of a company must act in a way that they consider, in good faith, would most likely promote the
success of the company for the benefit of its members as a whole, taking into account the non-exhaustive
list of factors set out in Section 172 of the Companies Act 2006.
Section 172 also requires directors to take into consideration the interests of other stakeholders set out in
Section 172(1) in their decision-making.
Engagement with our members and wider stakeholder groups plays an essential role throughout our
business, as also noted in this report’s Corporate Governance Statement and in the Directors’ Report.
Fostering an effective and mutually beneficial relationship with each stakeholder group is paramount to us.
The Board will periodically review its principal stakeholders and how it engages with each group, reflecting
the changing interests of each stakeholder group over time. Our understanding of stakeholder needs and
concerns is factored into boardroom discussions about promoting the long-term success of the Company,
ensuring fair consideration of any potential long-term impacts of our strategic decisions on each
stakeholder group. The likely consequences of any decision in the long term are noted in the Strategic
Report section of this Annual Report.
The Directors endeavour to maintain a culture built on integrity, taking into account the desirability of the
Company maintaining a reputation for high standards of business conduct, and regard to the need to act
fairly.
At the end of the annual reporting period, the Board continue to have regard to the interests of the
Company’s stakeholders, including the potential impact of the Company’s future activities on the
community, the environment and the Company’s reputation when making decisions.
The Board continues to take all necessary measures to ensure the Company is acting in good faith and
fairly between members and is promoting the success of the Company for its members in the long term.
Throughout this Annual Report, we provide examples of how we:
•
Take into account the likely consequences of long-term decisions;
•
Foster relationships with stakeholders;
•
Understand the importance of engaging with our employees;
•
Understand our impact on our local community and the environment; and
•
Demonstrate the importance of behaving responsibly.
The Board regularly reviews our principal stakeholders and how we engage with them. The stakeholder
voice is brought into the boardroom throughout the annual cycle through information provided by
management and also by direct engagement with stakeholders themselves. The relevance of each
stakeholder group may increase or decrease depending on the matter or issue in question, so the Board
seeks to consider the needs and priorities of each stakeholder group during its discussions and as part of
its decision-making.
The table below acts as our Section 172 statement by setting out the key stakeholder groups and how
Feedback plc has engaged with them over this annual reporting period, though, given the importance of
stakeholder focus, long-term strategy and reputation, these themes are also discussed throughout this
Annual Report.
Strategic Report >>> Governance >>> Financial Statements
Stakeholder engagement (cont.)
Feedback plc
Annual report and accounts for the year ended 31 May 2024
46
Stakeholder
Why we engage
How we engage
Investors
We maintain and value regular
dialogue with our investors and place
great importance on our relationship
with them. We know that our
investors expect a comprehensive
insight into the financial performance
of the Company, and awareness of
long-term strategy and direction. As
such, we aim to provide high levels of
transparency and clarity about our
results and long-term strategy to
build trust in our future plans.
• Regular reports and analysis on
investors and shareholders
• Investor roadshows
• Annual Reports
• Company website
• AGM
• Stock exchange announcements
• Press engagements
• Analyst research
Employees
Our people are at the heart of our
business. Effective employee
engagement leads to a happier,
healthier workforce who are invested
in the success of the Company and
who are all pulling in the same
direction. Our engagement seeks to
address any employee concerns
regarding working conditions, health
and safety, training and
development, as well as workforce
diversity.
• Open and regular informal dialogue
• All-staff quarterly meetings in person
• Workforce communications
• Employee benefit packages
• Encouraging employee training and
development
• Board level communication and
interaction
• Whistleblowing procedures
• Employee questionnaires
Regulators
The Company’s operations are
subject to a wide range of listing
requirements, regulatory and legal
frameworks, including regulation of
medical and healthcare products,
data protection, tax, employment,
along with contractual terms.
• Compliance updates at Board meetings
• Risk reviews
• Committed to being open and
transparent and working closely with
regulators
• Informing Board of key drivers of
regulatory requirements, leading to
increased investment
• Working with regulators on
certification/product approvals
Clinicians
We work with clinicians to ensure our
products are effective and meet
regulatory requirements.
• Expanded use of clinicians and advisory
bodies to expedite product approvals
Patients and
their families
We develop products designed to
facilitate a patient’s clinical pathway.
• Using patient-centric technology to
integrate user-generated content into an
individual patient’s medical record
• Working closely with industry bodies to
keep informed of trends or changes
affecting our patients
• Development of technology enables the
commercialisation of products designed
to improve outcomes.
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Stakeholder engagement (cont.)
Feedback plc
Annual report and accounts for the year ended 31 May 2024
47
Stakeholder
Why we engage
How we engage
Supply Chain
A robust and transparent supply
chain results in greater visibility,
leading to lower exposure to risks
and disruptions.
• Awareness of importance of complying
with agreed payment terms and
requirements to disclose payment terms
• Closer working relationships with
suppliers
• Risk mitigation plans
Partners
Our network of partners allows us to
develop our products to meet the
clinical needs of patients that we
cannot reach directly. We partner
with companies that can advance the
recognition of our products through
complementary technologies, a wider
distribution channel or introduction
into new clinical settings.
• Engage in open and transparent
relationships that utilise the skills of both
parties to maximise the potential of
Feedback’s products
• Maintaining effective engagement
channels to foster collaborative
relationships
• Direct, open dialogue and regular face
to face meetings
• Board approval on significant changes
of suppliers
• Careful selection of partners to ensure
optimal customer experience
Communities &
Environment
Our values encourage us to
contribute to our local communities,
reduce our environmental impact and
help to stop climate change.
• Oversight of corporate responsibility
plans as part of our ESG agenda
• Introduction of CSR initiatives
• Customer discussions on environmental
impact and emissions
This section serves as our section 172 statement and should be read in conjunction with the Strategic
Report on pages 3 – 48 and the Company’s Corporate Governance Statement on pages 51 –60. Section
172 of the Companies Act 2006 requires Directors to take into consideration the interests of stakeholders
in their decision-making. The Directors continue to have regard to the interests of the Company’s
employees and other stakeholders, including the impact of its activities on the community, the environment
and the Company’s reputation, when making decisions. Acting in good faith and fairly between members,
the Directors consider what is most likely to promote the success of the Company for its members in the
long term.
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Annual report and accounts for the year ended 31 May 2024
48
Key performance indicators
The ongoing performance of the Company is managed and monitored using a number of key financial and
non-financial indicators on a monthly basis: revenue; operating expenses; operating loss; EBITDA loss;
cashflows from operating and investing activities; cash balance end of period; investments in intangible
assets (primarily software development); net assets; and contract liabilities (see Financial Review section
of CEO statement). The Board is also developing non-financial key performance indicators to assess
performance, including user acquisition and utilisation rates, which will be necessary as further Bleepa®
sales are made. These KPIs will be deployed across industry segments and by country.
Future outlook
The CEO’s statement on pages 24 – 32 gives information on the future outlook of the Group.
The strategic report was approved by the Board on 01 November 2024 and signed on its behalf by:
Rory Shaw
Non-executive Chairman
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Annual report and accounts for the year ended 31 May 2024
49
The Board
Prof Rory Shaw BSc MD MBA FRCP, Chairman (appointed to the Board on 29
August 2019)
Professor Rory Shaw was appointed as non-executive director, deputy chairman and subsequently
chairman of Feedback plc on 29 August 2019. He was previously medical director of Feedback Medical
Limited, the Company’s operating subsidiary. During his time with the Company, he has contributed to the
development of the Company’s strategy and the vision for Bleepa®. He has played an active part in building
relationships with the medical community in the UK and potential customers overseas. Rory is a member
of the Remuneration Committee and the Nomination Committee.
Professor Rory Shaw has extensive managerial and overseas trade experience as well as a strong
academic and clinical background. Professor Shaw was previously the medical director of Healthcare UK
within the Department of International Trade. Over the previous 15 years, he has been medical director of
three NHS trusts; North West London Hospitals NHS Trust, the Royal Berkshire NHS Foundation Trust
and the Hammersmith Hospital NHS Trust. In 2001, he was appointed by the then minister of health as the
first chairman of the National Patient Safety Agency and was also a non-executive director of the NHS
Litigation Authority. Professor Shaw’s clinical specialty is respiratory and general medicine. He has been
published extensively in academic journals and was also a professor of respiratory medicine at Imperial
College School of Medicine.
Professor Shaw is also on the Board of the vaccine development company DIOSynVax.
Dr Tom Oakley, BM(Hons) BSc (Hons) Chief Executive Officer (appointed to the
Board on 9 April 2019)
Dr Tom Oakley trained as a Radiology Registrar before becoming an NHS England Clinical Entrepreneur
Fellow where he supported a number of companies looking to launch products in the NHS. He joined as
CEO of Feedback Medical Limited in February 2019 before being appointed as CEO of Feedback plc on
9th April 2019. Upon joining the Company he led a strategic review of the product portfolio and
implemented a pivot away from the company's traditional low margin, low growth sales to Radiology
customers, by developing a renewed product range targeted at a wider and underserved clinical audience,
where a new pricing model of recurring SAAS revenue was initiated. These new products include Bleepa®,
a secure clinical communication and data viewing platform and CareLocker, a patient-centric cloud
architecture that achieves new levels of secure data portability.
Tom has led the Company through three successful funding rounds raising approximately £18.5m to
stimulate the development and launch of Bleepa® and CareLocker, taking these products from concept to
contracts in multiple NHS sites and with a key veterinary sector partner. Under his leadership the Company
has achieved its pivot within three years, now recognising strong revenue growth with a number of scale
opportunities in both domestic and international markets.
Anesh Patel, M.Sci (Hons), CA, Chief Financial Officer (appointed to the Board on
29 November 2021)
Anesh started his career with Ernst & Young in 2004 where he qualified as a Chartered Accountant, initially
working in the audit & assurance division before transferring to the transaction support team for private
equity clients. Prior to joining the Group in April 2021, Anesh held the position of Finance & Corporate
Projects Director of hVIVO Limited, the main trading subsidiary of AIM-listed Open Orphan plc and a rapidly
growing, industry-leading, clinical services provider to pharma, biotech and government organisations.
Strategic Report >>> Governance >>> Financial Statements
The Board (cont.)
Feedback plc
Annual report and accounts for the year ended 31 May 2024
50
Anesh also has seven years of investment banking experience where he specialised in corporate finance
advisory services for leading institutions Standard Bank and Société Générale, advising on a range of
strategic transactions including public and private M&A and capital-raising. He graduated from University
College London (UCL) and holds an M.Sci. (Hons) degree in Mathematics with Economics.
Since joining the Group, Anesh has optimised finance systems and processes to facilitate growth and the
evolution to a recurring SAAS-based revenue model, and he co-led an oversubscribed equity fundraise of
£11.2m in November 2021.
Adam Denning, Non-executive Director (appointed to the Board on 3 February
2020)
Adam currently serves as a non-executive director at Investors in People, in addition to his role at Feedback
plc. He’s also a trustee at the Ben Uri Museum and Gallery and managing director of Logical Operators
Limited. Previously, he spent 25 years at Microsoft Corporation in various predominantly technical roles.
From 2011-2017, he was a partner group program manager in Windows. In this role, he reported directly
to the corporate VP of the platform, leading an international team of over 100 people and executing updates
to Windows to deliver new customers. Before then, from 1999-2001, he served as the assistant technical
advisor to the Executive Office. Among other responsibilities, Adam presented “demo days”, where he
would demonstrate internal and external technology to Bill Gates and would attend all of his product
reviews.
Adam is a member of the Audit Committee, the Remuneration Committee and the Nomination Committee.
Annemijn Eschauzier, Non-executive Director (appointed to the Board on 01 June
2022)
Annemijn is a strategic marketing leader and brings significant global leadership experience with a career
spanning over 25 years in the Healthcare sector. She started her career at GlaxoSmithKline before moving
to GE Healthcare, where she held a variety of leadership positions for over 15 years becoming Chief
Marketing Officer Women's Health in September 2017. Since leaving GE Healthcare in 2021, Annemijn
has joined Hardian Health, a company which provides strategic services to navigate the digital health
sector. In addition, Annemijn. holds other non-statutory Board member roles.
Annemijn Chairs the Remuneration Committee and is a member of the Audit and Risk Committee and the
Nomination Committee.
Philipp Prince, MA(Cantab) FCA, Non-executive Director (appointed to the Board
on 15 July 2020)
Philipp is a chartered accountant with extensive experience in senior finance roles in both private and listed
technology companies. He is the Group CFO and board member of BCB Group Holdings Ltd, a digital
banking challenger. He was previously a board adviser at Overmore Limited, a marketing technology firm,
the CFO of Defenx plc, an AIM-listed mobile cyber security company, where he managed the IPO process,
fundraising and investor relations and Interim CFO at Enecsys plc, a private equity backed solar micro-
inverter developer. For over 20 years, Philipp worked at BDO LLP, where he was a corporate finance
partner from 2002-2013.
Philipp chairs the Audit and Risk Committee and is a member of the Remuneration Committee and the
Nomination Committee.
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Feedback plc
Annual report and accounts for the year ended 31 May 2024
51
Corporate governance statement
Chairman’s introduction
As Chairman of the board of Directors of Feedback plc (“Feedback”, the “Company” or the “Group”), it is
my responsibility to ensure that the Company has both sound corporate governance and an effective board
of directors (the “Board”). As Chairman, my responsibilities include leading the Board effectively,
overseeing the Group’s corporate governance model, and ensuring that good information flows freely
between Executive Directors and Non-Executive Directors in a timely manner.
The Board is responsible for setting and approving the Group’s long-term objectives and overall strategy
as well as overseeing performance. Corporate governance is an important part of that role, reducing risk
and adding value to our business. The Board has adopted the Quoted Companies Alliance Corporate
Governance Code (the “QCA Code”) as the basis of the Group’s governance framework. An overview of
the Company’s compliance with the QCA Code principles as of the date of this statement is provided below
and provides an opportunity to reaffirm Feedback’s commitment to following best practice in corporate
governance.
The Board is of the opinion that the Group complies with the QCA Code as far as practicable having regard
to size, nature, and current stage of the development of the Group. Application of the QCA Code supports
the Group’s medium to long-term success whilst simultaneously managing risks and provides an
underlying framework of commitment and transparent communications with stakeholders.
Rory Shaw
Chairman
Principle 1: Establish a strategy and business model which promotes long-term
value for shareholders.
The principal strategic objective of Feedback is to become a global provider of innovative medical
technology solutions through the development and commercialisation of the Group’s proprietary clinical
technologies. The Company’s purpose is to deliver long-term value for our shareholders by building a
valuable commercial enterprise within the medical technology industry and communicating progress
transparently to the market.
The Company is focused on the following areas:
•
Piloting, developing, and marketing its core products: Bleepa®, a secure, encrypted medical
communication app for clinicians; CareLocker, the Company’s patient-centric cloud architecture and
platform for the secure storage of medical data, and Feedback Connect, enabling connected imaging
in remote locations.
•
Using its existing portfolio of products to advance the work of radiologists, clinicians, and medical
researchers by improving workflows and giving unique insights into diseases, particularly cancer.
Feedback’s strategy is explained in more detail within the Strategic Report on pages 4 – 21 of this Annual
Report. The Company’s approach to risk management, challenges to delivering the Company’s strategies
as well as steps the Board takes to protect the Company and mitigate these risks are outlined on pages
33 – 38 of the Strategic Report.
Strategic Report >>> Governance >>> Financial Statements
Corporate Governance statement (cont.)
Feedback plc
Annual report and accounts for the year ended 31 May 2024
52
The Directors’ obligation under s172(1) to consider the long-term consequences of their decisions is
addressed on page 45.
Principle 2: Seek to understand and meet shareholder needs and expectations.
The Company places a great deal of importance on communication with its stakeholders and is committed
to establishing constructive relationships with investors and potential investors in order to assist it in
developing an understanding of the views of its shareholders. The Company seeks to provide effective
communication through Interim and Annual Reports, along with Regulatory News Service (RNS)
announcements on the Company website, https://feedbackmedical.com/investors/.
Feedback encourages two-way communication with its investors and responds quickly to queries received.
The Company has an email address (IR@fbk.com) where shareholders can communicate with the Board.
The Directors meet regularly and proactively with private and institutional shareholders and other key
stakeholders, including after the announcement of full-year and half-year results, and are responsible for
ensuring that their expectations are understood by the Board. The Company’s Annual General Meetings
also provide opportunities for dialogue between the Board and the Company’s shareholders and enable
the Directors to ensure they have a sound understanding of shareholder sentiment. The Board welcomes
direct feedback from stakeholders and acts on this where appropriate. The key contacts for shareholder
liaison are Tom Oakley and Anesh Patel.
Principle 3: Take into account wider stakeholder and social responsibilities and
their implications for long-term success.
The Board considers the interests of shareholders and all relevant stakeholders in line with section 172 of
the Companies Act 2006. The Board recognises that the long-term success of the Company is reliant upon
the ongoing support of its shareholders and the efforts of its stakeholder groups, both internal and external.
The Board has put in place a range of processes and systems to ensure that there is close oversight and
contact with its key resources and relationships. Engaging with the Company’s stakeholders is core to the
Company’s strategy and is considered to be a driver of long-term shareholder value. The Board’s
understanding of stakeholders is factored into boardroom discussions, including how to address their
specific needs and concerns regarding the potential long-term impacts of the Company’s strategic
decisions. The Board regularly reviews the Company’s principal stakeholders and how it engages with
them.
Feedback is committed to being a responsible employer in all aspects of our business. This is evidenced
and underpinned by our vision and values and in particular: satisfied customers, operational excellence,
improving product design and innovation and an engaged workforce. We are focused on our employee
wellbeing and endeavour to respond swiftly to our prestigious customer base.
Through monitoring its customer base, the Company can identify its key relationships on which the
business relies and is able to ensure feedback is obtained from those relevant persons. It obtains this
feedback by regular dialogue and face to face meetings. Products have been enhanced as a result of
evaluating customers’ comments.
The Company also has an Anti-Bribery Policy and a Whistleblowing Policy in place in order to discourage
unethical business conduct in the Company and to protect the interests of its workforce.
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Corporate Governance statement (cont.)
Feedback plc
Annual report and accounts for the year ended 31 May 2024
53
Principle 4: Embed effective risk management, considering both opportunities and
threats, throughout the organisation.
The Board recognises the need for an effective and well-defined risk management process, and it oversees
and regularly reviews the current risk management and internal control mechanisms. The Board is
responsible for providing entrepreneurial leadership of the Company within a framework of prudent and
effective controls which enable risks to be managed and assessed against the Company’s strategic aims.
The Company maintains a risk register to identify strategic risks to the business and plans in place to
mitigate those risks.
The Board has overall responsibility for the establishment and oversight of the Group’s risk management
framework. The Group’s risk management policies are established to identify and analyse the risks faced
by the Group, to set appropriate risk limits and controls, and to monitor risks in a timely manner. The Board
ensures that corrective action is taken and that risks are identified as early as practically possible, as well
as being responsible for reviewing the effectiveness of internal financial controls. Risk management
policies and systems are reviewed regularly to reflect changes in market conditions and the Group’s
activities. Although no system of internal financial control can provide absolute assurance against material
misstatement or loss, the Group’s system is designed to provide reasonable assurance that problems are
identified on a timely basis and dealt with appropriately. In addition, members of the Board attend industry
conferences and seminars to keep abreast of sector risks and industry changes. The Group continues to
review its system of internal control to ensure compliance with best practice, while also having regard to
its size and the resources available.
The Board considers business risk at every Board meeting. This includes risks associated with its key
customers and suppliers, ongoing trading performance and budgets. The risk register is prepared and
updated by the Leadership team and is reviewed by the Board at scheduled board meetings. The
Leadership team hold regular meetings (at least three times a month) when they review the risk register
and ensure that it is updated and accurately reflects the risks to the Company. The Leadership team
consists of the Company’s key managers and executive Directors. The risks identified are evaluated by
cause, impact on the Company, likelihood, and seriousness, mitigating actions, timelines, and
responsibilities.
The Audit and Risk Committee has delegated responsibility to the Company’s management to ensure an
effective system of financial control is maintained for timely and accurate reporting of consolidated financial
statements and related financial information for review by the Board and the Company’s external auditors.
The Committee will maintain effective working relationships with the Board of Directors, management, and
the external auditors and monitor the independence and effectiveness of the external auditors and the
audit, to determine the adequacy and efficiency of internal control and risk management systems. An
internal audit function is not yet considered necessary as day-to-day control is sufficiently exercised by the
Company’s Executive Directors. However, the Board will continue to monitor the need for an internal audit
function.
Further details on the Group’s approach to risk management and the principal risks and uncertainties to
the Group can be found on pages 33 - 38 of the Strategic Report.
Principle 5: Maintain the Board as a well-functioning, balanced team led by the
chair.
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Corporate Governance statement (cont.)
Feedback plc
Annual report and accounts for the year ended 31 May 2024
54
During the period under review, the Board consisted of the Non-Executive Chairman, Professor Rory
Shaw, the Chief Executive Officer, Dr Tom Oakley, the Chief Financial Officer, Anesh Patel and the other
Non-Executive Directors, Adam Denning, Annemijn Eschauzier and Philipp Prince. All Non-Executive
Directors were considered to be independent for the purposes of the QCA Code during the period under
review. The biographies of each member of the Board can be found on pages 49 – 50.
Meetings are open and constructive, with every Director participating fully. The Board meets on a monthly
basis to ensure that the Company is fulfilling all its regulatory and compliance obligations, and, in order to
be efficient, the Directors meet formally and informally both in person and by telephone or videocalls. Prior
to each Board meeting, Directors are sent an agenda and Board papers adequately in advance of every
meeting, to facilitate proper assessment of any matters requiring a decision or insight. Additional
information is provided when requested by the Board or individual Directors.
The Non-Executive Directors maintain ongoing communications with the Executive between formal Board
meetings. The Non-Executive Directors are required to spend a minimum of one day a month on Company
business, or as much time necessary to fulfil their duties above this. The Non-Executive Chairman is
required to spend a minimum of one day a week on Company business, or as much time necessary to fulfil
his duties above this.
In common with other organisations of a similar size, the Executive Directors are heavily involved in the
day-to-day running of the business. The Board is responsible for setting and approving the Group’s long-
term objectives and overall strategy as well as overseeing performance and approving major items of
capital expenditure.
Board and Committee Meetings
The Board held 12 scheduled monthly meetings in the year to 31 May 2024, all of which had a full
attendance record.
Director
Board
Audit
Committee
Remuneration
Committee
Nomination
Committee
Rory Shaw
12
n/a
4
1
Tom Oakley
12
n/a
n/a
n/a
Anesh Patel
12
n/a
n/a
n/a
Adam Denning
12
3
3
1
Annemijn Eschauzier
12
3
4
1
Philipp Prince
12
3
4
1
The Board retains full responsibility for the direction and control of the Group. The Board receives monthly
board papers which cover operational, financial, and key stakeholder up to date information. Board minutes
are recorded and approved at the next meeting. All Board members are well versed in their roles and
responsibilities. All Directors have direct access to the advice and services of the Company’s professional
advisers, including the Company Secretary ONE Advisory Limited (ONE Advisory), enabling them access
to all required information in the furtherance of their duties.
In addition, in accordance with the latest recommendations of the QCA code, the Nomination Committee
requires that all directors will resign annually and offer themselves for re-election at the next Company
AGM.
System of appointments
The appointment of Non-Executive Directors is a matter for the Board as a whole, with a selection process
being agreed ahead of a search commencing. The Non-Executive Directors have contracts for services for
a three year term, which can be extended based on mutual agreement. Non-Executive Directors are now
Strategic Report >>> Governance >>> Financial Statements
Corporate Governance statement (cont.)
Feedback plc
Annual report and accounts for the year ended 31 May 2024
55
subject to re-election every year. Terms and conditions of appointment of the Non-Executive Directors are
available for inspection.
Executive Directors are appointed by the Board of Directors but stand for election by the shareholders at
the Annual General Meeting.
Directors’ conflict of interest
The Company has effective procedures in place to monitor and deal with conflicts of interest. The Board is
aware of the other commitments and interests of its Directors, and changes to these commitments and
interests are reported to and, where appropriate, agreed with the rest of the Board.
Principle 6: Ensure that between them the Directors have the necessary up-to-date
experience, skills, and capabilities.
The Company’s Board of Directors bring a vast amount of experience from a range of industries including
accounting and finance, technology, and medicine. The Company believes that the current balance of skills
in the Board as a whole reflects a broad range of personal, commercial, and professional skills, providing
the ability to deliver the Company’s strategy for the benefit of shareholders over the medium and long-
term. Directors are encouraged to maintain up-to-date skillsets by attending training, conferences, and
networking events.
The Board is satisfied it has a suitable balance between independence on the one hand, and knowledge
of the Company on the other. All Directors are encouraged to use their independent judgement and to
challenge all matters, whether strategic or operational, enabling the Board to discharge its duties and
responsibilities effectively. Biographical details of the Directors can be found on the Company’s website.
ONE Advisory acts as Feedback’s Company Secretary and has been given the responsibility for ensuring
that Board procedures are followed and that the Company complies with all applicable rules, regulations
and obligations governing its operation, including assistance with Board and shareholder meetings and
compliance with the UK Market Abuse Regulation (MAR). ONE Advisory also supports the Board in its
development of the Company’s corporate governance responsibilities, obligations under the MAR and
compliance with the AIM Rules.
The Nomination Committee, chaired by Rory Shaw, oversees the process to bring forward candidates, for
the approval of the Board. Suggested changes to the Board are carefully evaluated by all Board members,
and all appointments are made against objective criteria, on merit, ensuring that the Board has the
appropriate skill set and experience, as a whole.
The Board have sought professional legal, HR and NOMAD advice as and when appropriate to do so,
given the level of skills, knowledge, and experience of each Board member. Each Director ensures that
their skillset is up to date by attending events, reading appropriate journals and news bulletins, and
maintaining a regular dialogue with other skilled professionals.
Principle 7: Evaluate board performance based on clear and relevant objectives,
seeking continual improvement.
During the period under review the Board undertook a formal review of its performance and that of its
Committees led by ONE Advisory, the Company Secretary. The process was aimed at ensuring the Board
continues to operate effectively as well as identifying areas of focus for further development. The evaluation
also provided guidance for Board and Committee meetings to adapt to maximize their usefulness.
The evaluation process was conducted through a series of questionnaires distributed via survey to Board
and Committee members, which were then collated into a summary analysis report with findings discussed
Strategic Report >>> Governance >>> Financial Statements
Corporate Governance statement (cont.)
Feedback plc
Annual report and accounts for the year ended 31 May 2024
56
at subsequent meetings. Overall, Board and Committee meetings were found to be well run and well
chaired, with the Board and its Committees aware of and fulfilling their respective responsibilities. The
Board was noted to have a good understanding of the opportunities and the risks facing the business.
Detailed outcomes and actions identified are highlighted in the below table.
Category
Evaluation outcomes
Actions
Board
Composition
of
the Board
•
The size and skills make-up of the
Board is appropriate
•
Monitor Board profile in respect of
diversity and Executive / NED split
•
Keep profile of Board under review
Board
Responsibilities
•
Whilst the Board has a constructive
relationship with management, this
could be strengthened
•
Consider opportunities for NEDs to
engage with the wider management
team
Culture
•
The Board has a positive culture
•
Board members act with integrity
•
The NEDs provide constructive
challenge to the Executives
•
Exposure of NEDs to the wider
business could further facilitate
monitoring of culture throughout the
organisation
Meetings
•
Board meetings are efficient and
well-chaired
•
Meetings provide opportunity for
effective discussion
•
Keep timings allocated to agenda
items under review
Board
Information,
Papers, Coverage,
and Format
•
Board papers, minutes and agenda
are well prepared
•
Develop information flow between
the Board and wider management
•
Seek additional development and
training opportunities for Board
members
•
The Board should identify
development priorities for its
members that align to the growth of
the business
Effectiveness
•
The Board’s strategic, risk
management and internal control
processes are effective
•
The Board engages well with its
stakeholder base
•
n/a
Performance
Measurement
•
The Board has sufficient information
to enable proper oversight
•
Develop competitor analysis
presented to the Board
•
Review feedback mechanisms for
shareholder engagement
•
Focus on effectiveness and
frequency of competitor analysis
reports
Audit and Risk
Committee
Composition
•
The size of the Committee is
appropriate
•
The Committee Chair is effective
•
Skillsets of Committee members to
be reviewed
•
Identify any desirable skillsets and
consider methods of implementation
onto the Committee
Committee
Responsibilities
•
The Committee should be better able
to engage with non-Board
colleagues
•
Increase focus on internal controls
•
Management with responsibility for
key risks to the business should
present at Committee meetings at
regular intervals
Meetings
•
Committee meetings are overall
highly effective
•
Structure agenda items appropriately
to facilitate strategic debate
Strategic Report >>> Governance >>> Financial Statements
Corporate Governance statement (cont.)
Feedback plc
Annual report and accounts for the year ended 31 May 2024
57
Category
Evaluation outcomes
Actions
•
Time for and quality of debate could
be further developed
•
Meeting focus should include long
term outlook
Approach
•
Review induction process of
Committee members
•
Review the current induction
programme for new members and
identify and address areas for
improvement
Remuneration
Committee
Composition
•
The size of the Committee is
appropriate
•
The Committee Chair is effective
•
Identify any desirable skillsets and
consider methods of implementation
onto the Committee
Committee
Responsibilities
•
The Committee is aware of its
responsibilities and focuses on the
right areas
•
n/a
Meetings
•
Committee meetings are well run
•
n/a
Approach
•
There is scope for the Committee to
improve the quality of information
received
•
Increase engagement with investors
•
Review the induction process
•
Increase standardisation of papers
•
Review the current induction
programme for new members and
identify and address areas for
improvement
Professional
Advice
•
Administrative arrangements are
effective
•
The Committee is able to seek
additional information and guidance
when needed from advisors
•
Seek to facilitate a benchmarking
exercise against comparator
companies
Progress on identified areas of development and resulting actions arising from this year’s Board
Effectiveness Review will be monitored on an ongoing basis and addressed in next year’s Annual Report
for the year ended 31 May 2025.
The Board considers succession planning and composition to be crucial elements of ensuring the
continued success and long-term prosperity for the Company. The Board has delegated responsibility to
the Nomination Committee for such succession planning recommendations.
Principle 8: Promote a corporate culture that is based on ethical values and
behaviours.
The Company does not have a formal set of ethical values and behaviours. However, the Company
endorses a ‘no-blame’ culture and has an ‘open door’ policy with regular staff meetings and management
meetings. Management conducts regular one-to-one meetings with all staff, through which they are able
to support staff in ensuring the Company’s values are being recognised and reflected and assist in any
staff training needs. The Directors and management are committed to developing a high standard in both
ethical behaviours and values and are very supportive of employee wellbeing. The Company prides itself
on being at the forefront for inclusion with the opportunity for all staff to have one-to-one meetings with
Non-Executive Directors at periodic all-staff meetings.
Large parts of the Company’s activities are centred upon an open and respectful dialogue with
shareholders, contractors, regulators, and other stakeholders. Therefore, the importance of sound ethical
values and behaviours is crucial to the ability of the Company to successfully achieve its corporate
objectives. The Board places great importance on this aspect of corporate life and seeks to ensure that
this flows through all that the Company does. The Directors consider that at present the Company has an
Strategic Report >>> Governance >>> Financial Statements
Corporate Governance statement (cont.)
Feedback plc
Annual report and accounts for the year ended 31 May 2024
58
open culture facilitating comprehensive dialogue and feedback and enabling positive and constructive
challenge.
The Group has implemented, inter alia, the following policies to help ensure the highest standards of
personal and professional ethical behaviour are adhered to:
•
an Anti-Bribery and Corruption Policy
•
a Whistleblowing Policy
•
a Social Media Policy
•
a Share Dealing Policy
•
an Inside Information Policy
The Strategic Report and s172(1) statement provide further detail on the policies in place to promote and
support ethical behaviour and the Group’s values, and how these align with the Group’s objectives,
strategy, and business model.
Principle 9: Maintain governance structures and processes that are fit for purpose
and support good decision-making by the Board.
The Board is committed to, and ultimately responsible for, high standards of corporate governance, and
has chosen to adopt the QCA Code. The Board reviews the Company’s corporate governance
arrangements regularly and expect to evolve these over time, in line with the Company’s growth. The Board
delegates responsibilities to its Committees and individual members as it sees fit. The appropriateness of
the Board's structures and processes are reviewed periodically through the board evaluation process and,
if required, on an ad hoc basis, so reflecting the changing requirements of the Company.
The Chairman, CEO, CFO, and Non-Executive Directors have clearly defined roles and responsibilities,
with the role of the Chairman being to lead the Board and ensure it is operating effectively in approving
and monitoring the strategic direction of the Company. The CEO has, through powers delegated by the
Board, the responsibility for leadership of the management team in the execution of the Group’s corporate
strategies and policies and for the day-to-day management of the business.
The Non-Executive Directors are tasked with constructively challenging the decisions of executive
management and satisfying themselves that the systems of business risk management and internal
financial controls are robust. The Executive Directors seek regular counsel from the Non-Executive
Directors outside of Board meetings.
Whilst the Board has not formally adopted appropriate delegations of authority setting out matters reserved
to the Board, there is effectively no decision of any consequence made other than by the Directors. All
Directors participate in the key areas of decision-making, including the following matters:
•
Formulating, reviewing, and approving the Company’s strategy;
•
Formulating, reviewing, and approving the Company’s budget;
•
Establishing a framework of prudent and effective controls which enable risks to be managed
and assessed;
•
Ensuring the necessary financial and human resources are in place for the Company to meet
its objectives; and
•
Setting the Company’s values and standards.
The Board delegates authority to three Committees to assist in meeting its business objectives whilst
ensuring a sound system of internal control and risk management. The Committees meet independently
of Board meetings.
Audit and Risk Committee
Strategic Report >>> Governance >>> Financial Statements
Corporate Governance statement (cont.)
Feedback plc
Annual report and accounts for the year ended 31 May 2024
59
An Audit and Risk Committee is in place comprising three of the Non-Executive Directors. During the period
under review the Committee was chaired by Philipp Prince, with Annemijn Eschauzier, and Adam Denning
being members. Philipp Prince is a chartered accountant who has an extensive background in finance and
experience in senior commercial and CFO roles. The Audit Committee’s purpose is to ensure that the audit
process is rigorous and consistent.
A summary of the work undertaken by the Audit and Risk Committee is detailed in the Audit and Risk
Committee report on pages 61 – 62 and a schedule of members’ attendance for Committee meetings held
during the period under review is noted in the table above.
Remuneration Committee
A Remuneration Committee is in place comprising the Non-Executive Directors and where appropriate,
the Chief Executive and/or the Chief Financial Officer. During the period under review the Remuneration
Committee was chaired by Annemijn Eschauzier, with Rory Shaw, Adam Denning and Phillip Prince being
members. The Committee’s purpose is to regularly review the remuneration package of all Directors and
senior employees and make recommendations to the Board on matters relating to their remuneration and
terms of employment. The Remuneration Committee also makes recommendations to the Board on
proposals for the granting of share options and other equity incentives pursuant to any share option scheme
or equity incentive scheme in operation from time to time.
A summary of the work undertaken by the Committee is detailed in the Remuneration Committee Report
on pages 67 – 69 and a schedule of members’ attendance for Committee meetings held during the period
under review is noted in the table above.
Nomination Committee
The Nomination Committee consists of the Non-Executive Directors and is chaired by Rory Shaw. The
Committee met once during the period under review.
The Nomination Committee meets as required, has responsibility for reviewing the size and composition
of the Board, and for identifying and nominating, for the approval of the Board, candidates to fill Board
vacancies as and when they arise.
Terms of Reference for the Audit and Remuneration Committees are available on the Company’s website.
The Board continues to monitor and evolve the Company’s corporate governance structures and
processes, and maintains that these will evolve over time, in line with the Company’s growth and
development.
Principle 10: Communicate how the company is governed and is performing by
maintaining a dialogue with shareholders and other relevant stakeholders.
The Company encourages two-way communication with its stakeholders and responds quickly to queries
received. The Chief Executive has historically participated in interviews on investor information channels
and RNS announcements are regularly produced to provide up to date operational as well as statutory and
Board news. General meetings are held where the Board is present to speak formally as well as informally
to shareholders. The communications issued are available on the website.
The Company retains a NOMAD, broker and PR advisers, contact details of whom are included on
announcements. Shareholders and stakeholders are able to contact the Company’s advisers to arrange
meetings with management when convenient. The Board also recognises the AGM as an important
opportunity to meet private shareholders. The Directors are available to listen to the views of shareholders
informally, immediately following the AGM.
The annual report and accounts and notices of all general meetings for the last five years are available on
the Company’s website at https://feedbackmedical.com/resources/resource-hub/.
Strategic Report >>> Governance >>> Financial Statements
Corporate Governance statement (cont.)
Feedback plc
Annual report and accounts for the year ended 31 May 2024
60
The Company provides outcomes of all resolutions proposed at general meetings of the Company in a
clear and transparent manner and seeks to engage with shareholders when results are not in line with
Board expectations.
All 2023 AGM resolutions passed comfortably. The Board maintains that, were a resolution to be passed
at a GM with 20% or more votes cast against, the Board would seek to understand the reason for the result
and take suitable action where appropriate.
Strategic Report >>> Governance >>> Financial Statements
Feedback plc
Annual report and accounts for the year ended 31 May 2024
61
Audit and risk committee report
Dear shareholder, I present my Audit and Risk Committee report for the year ended 31 May 2024, which
has been prepared by the Audit and Risk Committee and approved by the Board.
During the year under review, the Audit and Risk Committee was comprised of Philipp Prince, Adam
Denning and Annemijn Eschauzier. The Audit and Risk Committee aims to meet at least three times per
annum and met three times in the year under review. Meetings are also attended by others, by invitation,
including the external auditor, the Non-Executive Chairman (Rory Shaw), the Chief Executive Officer (Tom
Oakley) and the Chief Financial Officer (Anesh Patel).
I was appointed as Chair of the Audit and Risk Committee on 08 September 2020. As a fellow of the
Institute of Chartered Accountants in England and Wales and former AIM company CFO, the Audit and
Risk Committee continues to be satisfied that I have sufficient relevant financial experience to fulfil my
duties as Audit and Risk Committee Chair.
Responsibilities
The Audit and Risk Committee has the following responsibilities:
Financial reporting
As stated in the Audit and Risk Committee terms of reference, the Audit and Risk Committee shall monitor
the integrity of the financial statements of the Company, including its annual, half-yearly and interim
management statements and any other formal announcement relating to its financial performance,
reviewing significant financial reporting issues and judgements which they contain. The Audit and Risk
Committee shall also review summary financial statements, significant financial returns to regulators and
any financial information contained in certain other documents, such as announcements of a price sensitive
nature. The Audit and Risk Committee will compile a report to shareholders on its activities to be included
in the Company Annual Report, in addition to reporting formally to the Board on the Audit and Risk
Committee’s proceedings after each meeting on all matters.
External audit
The Audit and Risk Committee shall agree the scope of the annual audit in advance, focusing on areas of
audit risk and the appropriate level of audit materiality. The Audit and Risk Committee will engage in
discussions with the external auditor regarding fees, internal controls, accounting policies and areas
of critical accounting estimates and judgements.
The external auditor will report to the Audit and Risk Committee on the results of the audit work and
highlight any issue which the audit work has discovered, or the Audit and Risk Committee had previously
identified as significant or material in the context of the Company’s financial statements. The Audit and
Risk Committee will meet with the external auditor at least once per year without management being
present to discuss its remit and any issues arising from the audit.
Risk management and internal controls
The Audit and Risk Committee shall keep under review the adequacy and effectiveness of the Company’s
internal financial controls and risk management systems, monitoring the proper implementation of such
controls, considering whether third-party assurance may be appropriate in relation to any specific risk, and
will review and approve the statements to be included in the Annual Report concerning internal controls
and risk management.
The Audit and Risk Committee has a responsibility to review the adequacy of the Company’s arrangements
for its employees to confidentially raise any concerns about possible wrongdoings regarding financial
reporting, ensuring that arrangements are in place for the proportionate and independent investigation of
such matters with appropriate follow-up action.
Strategic Report >>> Governance >>> Financial Statements
Audit and Risk Committee Report (cont.)
Feedback plc
Annual report and accounts for the year ended 31 May 2024
62
Significant issues considered by the Audit and Risk Committee during the year
During the year, the Audit and Risk Committee concluded that the Annual Report and financial statements,
taken as a whole, were fair, balanced and understandable and provided the information necessary for
shareholders to assess the Company’s and the Group’s financial position, performance, business model and
strategy.
The Audit and Risk Committee’s primary activity involved considering material issues within the Group, liaising
with the external auditor, considering areas of judgement, and reviewing and approving the year end results
announcement and accounts. The Audit and Risk Committee reviewed and made recommendations to the
Board on the significant accounting issues below, potential changes to accounting policies and processes, and
going concern considerations.
The significant accounting areas and judgements considered by the Audit and Risk Committee were:
Revenue recognition
The Audit and Risk Committee discussed the evolution of the group’s product mix and specifically the basis
used to determine how Bleepa® software licence and support revenues are split and recognised over time. The
Audit and Risk Committee was satisfied that management’s judgement in the absence of explicit performance
obligations and the consequential recognition of revenue and deferred revenue in the accounts was reasonable.
Capitalisation, amortisation and valuation of intangible assets
The Audit and Risk Committee reviewed the basis of capitalisation and amortisation and considered the
intangible value attributed to its intangible software development costs. The Audit and Risk Committee noted
that a proportion of software development spend incurred with the Group’s partner Graylight Imaging (GLI)
related to software bug fixes and maintenance was expensed to the income statement in accordance with
accounting standards. The Audit and Risk Committee was satisfied that the forecast cash flows from the
anticipated level of future revenues, supported by customer interest and the sales pipeline, are sufficient to
support the carrying values.
Going concern
The Audit and Risk Committee reviewed the cash flow forecasts for the Group and discussed the key
assumptions and risks relevant to their achievement. The Audit and Risk Committee was satisfied that the basis
for adopting the going concern basis in preparing the Group and Company financial statements, set out in note
3 on page 84, was reasonable.
External auditor’s effectiveness and independence
The Audit and Risk Committee approves the external auditor’s terms of engagement, scope of work, and
process for the interim review and the annual audit. It also meets with the external auditor to review the findings
of its work, the written reports submitted and effectiveness of the audit. The Group’s policy is to retender its
external audit after 10 years and rotate external auditors after 20 years. This is in line with the requirements for
Public Interest Entities in the UK. These are maximum limits and the Audit and Risk Committee’s review of the
external auditor’s effectiveness and independence may lead to a recommendation to retender more frequently.
The Audit and Risk Committee has primary responsibility for making recommendations to the Board on the
appointment, reappointment and removal of the external auditor. The Audit and Risk Committee assesses the
independence, tenure and quality of the external auditor at least annually. The incumbent external auditor was
appointed on 15 April 2020 and has completed annual audits for the five financial years ended 31 May 2024.
There are no current plans to retender for the external audit. The external auditor does not provide any material
non-audit services to the Company or its subsidiaries. Being satisfied with the external auditor’s work for the
year under review and of the external auditor’s independence, the Audit and Risk Committee recommended
that the Board reappoint the External Auditor.
Philipp Prince
Chair of the Audit Committee
01 November 2024
Strategic Report >>> Governance >>> Financial Statements
Feedback plc
Annual report and accounts for the year ended 31 May 2024
63
Directors’ report
The Directors present their report and the financial statements for the year ended 31 May 2024.
Principal activities
During the year under review, the principal activity of the Group has been the continued development and
commercialisation of the Group’s proprietary technologies:
•
Bleepa® - the image-based communication platform for frontline clinicians;
•
CareLocker - the patient-centric cloud architecture; and
•
Feedback Connect - technology which enables imaging-led point-of-care decision making in remote areas
The Group also continues to leverage and monetise component of its legacy platform technology through
license agreements. In addition, the company is supporting limited support contracts through the ongoing
provision of legacy product Cadran PACS, although this is reducing over time.
Further details are set out in the About Us section of the Strategic Report. Future developments for the Group
are discussed in the Chairman’s Statement and CEO Statement of the Strategic Report.
Directors
The Directors and brief biographies are detailed on pages 49 – 50.
The Directors of the Company during the year
were:
Prof R Shaw
Dr T Oakley
A Patel
A Denning
A Eschauzier
P Prince
In accordance with the latest recommendations of the QCA code, all directors will resign and offer themselves
for re-election at the Company’s forthcoming AGM.
Directors’ emoluments
Directors’ emoluments during the year under review are detailed in the Remuneration Committee report on
pages 67 – 69.
Directors’ shareholdings
Details of Directors’ beneficial interests in the Ordinary Shares of the Company on 31 May 2024, and details of
Directors’ share options, are set out in the Remuneration Committee report on pages 67 – 69.
Significant shareholders
As at 12 June 2024, the Company had been advised or is aware of the following interests of 3% or more in the
Company’s issued share capital:
Strategic Report >>> Governance >>> Financial Statements
Director’s report (continued)
Feedback plc
Annual report and accounts for the year ended 31 May 2024
64
No. of Shares*
%
Unicorn Asset Management Limited
2,428,571
18.21%
Octopus Investments Nominees Limited
1,700,000
12.75%
Premier Miton Group PLC
1,266,666
9.50%
Mole Valley Asset Management Ltd
820,245
6.15%
Thomas Charlton
589,871
4.42%
Jonathan Cranston
455,250
3.41%
Employment policies
The Group is committed to employee involvement in the business and there are consultative procedures
available for management and other employees to discuss matters of mutual interest. The Group places
value on the involvement of its employees and they are regularly briefed on the Group’s activities. The
Group closely monitors staff attrition rates which it seeks to maintain at current low levels and aims to
structure staff compensation levels at competitive rates in order to attract and retain high calibre personnel.
The Group has a policy of non- discrimination in respect of sex, colour, religion, race, disability, nationality
or ethnic origin. Further information can be found in the ESG Report on pages 39 - 44.
Creditor payment policies
The Group’s policy for all suppliers is to fix terms of payment when agreeing the terms of each business
transaction, to ensure the supplier is aware of those terms and to abide by the agreed terms of payment.
Payment terms for the year ended 31 May 2024 averaged 17 days (2023: 7 days).
Business relationships
The Group’s key business relationship is with Graylight Imaging, the healthcare division of Future
Processing Sp z.o.o who support our research and development function. Regular dialogues, virtual and
face to face meetings occur weekly and they have been integral to the development of Bleepa®. The Group
treats many smaller suppliers as business partners as they are required to support our limited internal
resources.
Energy use and carbon emissions
During the year ended 31 May 2024, the Group’s energy consumption was considerably below 40,000 Kw
Hours, and therefore no consumption data is presented. Carbon emissions data is presented in the ESG
Report on pages 39 - 44.
Treasury policy
The Group has adopted formal treasury policies to control its financial instruments. It has a Group Treasury
policy not to undertake transactions of a speculative nature. Group cash flows are managed centrally, and
surplus cash is invested in short-term financial instruments. The Group does not undertake hedging
transactions in foreign currencies. Foreign currencies are generally converted automatically into sterling on
receipt.
Compliance with these policies is monitored by the Board. Other than for currency disclosures, the Group
has taken advantage of the exemption permitting it not to treat short-term debtors and creditors as financial
instruments.
Results and dividends
An analysis of the Company’s performance is contained within the Strategic Report. The Company’s
Statement of Comprehensive Income is set out on page 76 and shows the financial results for the year.
Information regarding the Group’s principal risks, results, future developments, R&D activities, dividends
and key performance indicators are provided in the Strategic Report.
Strategic Report >>> Governance >>> Financial Statements
Director’s report (continued)
Feedback plc
Annual report and accounts for the year ended 31 May 2024
65
No dividend was declared in the year (2023: £nil).
Statement as to disclosure of information to external auditors
The Directors who were in office on the date of approval of these financial statements have confirmed that
•
As far as they are aware, there is no relevant audit information (as defined by Section 418 of the
Companies Act 2006) of which the Group’s external auditor is unaware; and
•
each of the Directors have confirmed that they have taken all the steps that they ought to have
taken as Directors in order to make themselves aware of any relevant audit information and to
establish that the Group’s external auditor is aware of that information.
Auditor
Price Bailey LLP have expressed their willingness to continue in office and a resolution to re-appoint them
will be proposed at the Group’s forthcoming Annual General Meeting.
Going concern
The Group incurred a net loss of £3,298,608 for the year ended 31 May 2024 however it had net assets of
£7,644,737 inclusive of £3,877,503 of cash and cash equivalents at 31 May 2024.
On 04 November 2024, the Company will announce a placing by way of an accelerated bookbuild with
closing of the placing expected on the same day and a subscription of new ordinary shares to raise
approximately £5.2 million (before expenses). In addition, on 04 November 2024 the Company will
announce its intention to launch a retail offer to qualifying retail investors in the UK to raise a further up to
£1.0 million (before expenses), the placing, subscription and retail offer together the “Fundraise”. Subject
to closing, the Fundraise is conditional on shareholder approval at the forthcoming annual general meeting.
Prior to announcement, having made relevant enquiries, the Directors were satisfied that the Company’s
brokers had received sufficient non-binding indications for the placing and subscription to provide the
Company with adequate cash resources for at least the next twelve months to November 2025. The
Directors believe that all resolutions required to execute the Fundraise will be successfully approved at the
annual general meeting as a matter of course, with proceeds to be received shortly thereafter. The Directors
updated and reviewed the Group’s business plan and cash flow forecasts on the basis that the Fundraise
is approved at the annual general meeting. These cash resources will be used to provide working capital,
enable continued product development and to generate sales. If further resources are required, the
directors consider, that although future equity fundraising can never be guaranteed, the group’s recent
history of successful fundraising means it likely that the group will be able to raise further finance through
future equity issues. 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.
Statement of Directors’ responsibilities
The Directors are responsible for preparing the Group and parent Company financial statements in
accordance with applicable laws and regulations.
Company law requires the Directors to prepare Group and parent Company financial statements for each
financial year. Under that law the Directors are required to prepare the Group and parent Company financial
statements in accordance with UK adopted international accounting standards. Under company law the
Directors must not approve the financial statements unless they are satisfied that they give a true and fair
view of the state of affairs of the Group and Company and of the profit or loss of the Group for that year.
The financial statements are required by company law to give a true and fair view of the state of affairs of
the Group and parent Company and of the profit and loss of the Group for that period.
In preparing each of the Group and parent Company financial statements the Directors are required to:
•
select suitable accounting policies and then apply them consistently;
•
make judgements and accounting estimates that are reasonable and prudent;
•
state whether they have been prepared in accordance with UK adopted international accounting
standards, subject to any material departures disclosed and explained in the parent Company
financial statements; and
Strategic Report >>> Governance >>> Financial Statements
Director’s report (continued)
Feedback plc
Annual report and accounts for the year ended 31 May 2024
66
•
prepare the financial statements on the going concern basis unless it is inappropriate to presume
that the Group and the parent Company will continue in business.
The Directors are responsible for keeping proper accounting records which disclose with reasonable
accuracy at any time the financial position of the Group and parent Company and to enable them to ensure
that the financial statements comply with UK adopted international accounting standards. They have
general responsibility for taking such steps as are reasonably open to safeguard the assets of the Group
and parent Company and to prevent and detect fraud and other irregularities.
Under applicable law and regulations, the Directors are also responsible for preparing a Strategic Report
and a Directors’ Report to comply with that law and those regulations.
In determining how amounts are presented within terms in the income statement and balance sheet the
Directors have had regard to the substance of the reported transaction or arrangement in accordance with
generally accepted accounting principles or practice.
The directors are also responsible for the maintenance and integrity of the corporate and financial
information included on the company’s website. Legislation in the United Kingdom governing the
preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
The Directors’ Report was approved by the Board on 01 November 2024 and signed on its behalf by:
Rory Shaw
Non-Executive Chairman
Strategic Report >>> Governance >>> Financial Statements
Feedback plc
Annual report and accounts for the year ended 31 May 2024
67
Remuneration Committee report
Dear Shareholder, I present my Remuneration Committee Report for the year ended 31 May 2024, which
has been prepared by the Remuneration Committee and approved by the Board.
During the year under review, the Remuneration Committee was comprised of Annemijn Eschauzier
(Chair), Rory Shaw, Adam Denning and Philipp Prince. The Remuneration Committee met four times during
the year under review to consider recommendations as to the composition and level of remuneration for
Executive Directors including incentive scheme arrangements and proposals for share option awards. In
addition, it considers the Group-wide pay policy, employee benefits offered and arrangements for any
performance related pay scheme and share option schemes for employees in general.
We have sought advice from our Company Secretary, ONE Advisory to ensure we are meeting minimum
disclosure requirements which we seek to continually improve. The Company’s focus is on revenue growth
and cash preservation, and this is reflected in the remuneration strategy.
Responsibilities
The Remuneration Committee’s principal duties and responsibilities are set out in its Terms of Reference
which are reviewed and reconfirmed annually. These include:
•
determining the Group’s policy on the remuneration of Executive Directors and any senior
management as designated by the Board and monitoring the policy for the remuneration of staff in
general;
•
reviewing the performance of the Executive Directors against their individual and corporate
objectives and making recommendations to the Board on matters relating to the level and structure
of their remuneration;
•
approving the design of and determining targets for any performance-related pay schemes
operated by the Group; and
•
approving and overseeing the design and application of share option plans
Executive bonuses are considered by the Remuneration Committee at year end and in relation to the
achievement of key performance metrics agreed between the Remuneration Committee and the Executive
team.
Company’s policy on remuneration of Directors
Our policy is to ensure that the remuneration of Directors and senior executive management is aligned with
performance and that all employees are rewarded for the delivery of long-term value to shareholders.
The Non-Executive Directors, whose remuneration is determined by the Board as a whole, receive fees in
connection with their services provided to the Group, to the Board and to Board Committees.
The main components of the remuneration packages for the Executive Directors are:
Basic salary
The basic salary for each Director is determined by considering the performance of the individual and
information, where available, on the rates of salary for similar posts in comparable businesses. The Chief
Executive Officer’s current salary is £165,500 (2023: £158,936) and the Chief Financial Officer’s current
salary is £153,500 (2023: £147,584). These salaries reflect an inflationary only increase on the prior year
and are in the lower quartile of AIM small-cap benchmarks, to preserve cash.
As part of the overall incentive plan for the executive directors, step changes will be triggered by a
specific revenue milestone, reflecting an assessment of their salaries against market norms this year and
relevant AIM company remuneration benchmarks. Future salary increases will be set in line with relevant
market levels, considering economic changes and the performance of the business and will aim to retain
and attract high quality executives.
Strategic Report >>> Governance >>> Financial Statements
Remuneration Committee report (continued)
Feedback plc
Annual report and accounts for the year ended 31 May 2024
68
Annual bonus
Annual bonuses are available to Executive Directors and senior management on the attainment of
specific performance targets.
The bonuses for the Executive Directors for the year ending 31 May 2024 were awarded post-period in
line with the disclosed basis in the prior year Remuneration Committee report. For the CEO, this
amounted to approximately 10% (2023: 37%) of base salary (of a maximum potential award of 100% of
base salary). For the CFO, this amounted to approximately 20% (2023: 27%) of base salary (of a
maximum potential award of 100% of base salary).
For the year ending 31 May 2025, an annual bonus of up to 130% of salary will be available to the Chief
Executive Officer and an annual bonus of up to 115% of salary will be available to the Chief Financial
Officer, to drive revenue generation and an opportunity to increase total take home pay on salaries that are
currently on the lower end of the benchmark. Notwithstanding this, the annual bonus is only payable in
components depending on the attainment of challenging, stretch performance targets linked to revenue
growth, gross margin protection, strategic partnerships and leadership. The revenue growth component
accounts for 75% of the bonus potential including 30% for exceeding current market expectations. A
proportion of the annual bonus potential will be paid in shares.
Benefits in kind and pensions
Presently, the Executive Directors are provided with the opportunity to receive private medical insurance
and to participate in a Cycle to Work and Buy/Sell annual leave salary sacrifice schemes. In addition, as an
alternative to the government workplace pension scheme, the Executive Directors are provided with the
opportunity to join the Company pension scheme with a matched 5% employer contribution at present, in
line with all other permanent employees.
Share options
The Company’s policy is that, in addition to their salaries and bonuses, Executive Directors and senior
executive managers should be awarded share options with challenging share price performance targets in
order that their interests may be more closely aligned with those of shareholders.
Directors’ remuneration
(a) The Directors’ total remuneration during the year ending 31 May 2024 and the prior year ending 31 May
2023 is set out below:
Year ending 31 May 2024
Salary
Bonus
Fees
Pensio
n
Benefit
s in
Kind
Total
£
£
£
£
£
£
Executive Directors
T Oakley
159,460
56,000
-
1,321
0
216,781
A Patel
149,958
39,200
-
8,358
0
197,516
Non-Executive Directors
R Shaw
40,000
-
-
40,000
A Denning
25,000
-
-
-
-
25,000
A Eschauzier
25,000
-
-
-
-
25,000
P Prince
25,000
-
-
-
-
25,000
Total
424,418
95,200
-
9,679
-
529,297
Year ending 31 May 2023
Salary
Bonus
Fees
Pension
Benefits
in Kind
Total
£
£
£
£
£
£
Executive Directors
T Oakley
149,345
60,000
-
1,321
-
210,666
A Patel
139,454
30,000
-
7,895
-
177,349
Non-Executive Directors
R Shaw
40,000
-
-
-
-
40,000
Strategic Report >>> Governance >>> Financial Statements
Remuneration Committee report (continued)
Feedback plc
Annual report and accounts for the year ended 31 May 2024
69
A Denning
25,000
-
-
-
-
25,000
A Eschauzier
25,000
-
-
-
-
25,000
P Prince
25,000
-
-
-
-
25,000
Total
403,799
90,000
-
9,216
-
503,015
(b) Details of the interests in share options held by the Directors of the Company as at 31 May 2024 are
set out below:
No. of
options
Date of
grant
Exercis
e price
Exercisable period
Pence
T Oakley
46,660
09 April 19
218
09 April 19 – 09 April 29
T Oakley
67,493
23 April 20
240
01 June 20 – 24 April 30
T Oakley
419,232
23 February
22
140
31 May 22 – 31 May 30
A Patel
266,692
23 February
22
140
31 May 22 – 31 May 30
R Shaw
14,000
26 June 18
372
01 March 19 – 26 June 28
R Shaw
25,000
23 April 20
240
01 June 20 – 24 April 30
R Shaw
48,000
23 February
22
140
23 February 23 – 23 February
32
Total
887,077
Further details on share options are set out in Note 18.
Directors’ interests
The beneficial interests of the Directors in the ordinary shares of the Company on 31 May 2024 are set
out below:
No. of shares
%
R Shaw
78,573
0.59
A Denning
14,794
0.11
A Eschauzier
18
0.00
P Prince
24,763
0.19
Total
118,148
0.89
Annemijn Eschauzier
Chair of the Remuneration Committee
01 November 2024
Strategic Report >>> Governance >>> Financial Statements
Independent Auditor’s Report to the Members of Feedback plc
Feedback plc
Annual report and accounts for the year ended 31 May 2024
70
Opinion
We have audited the financial statements of Feedback Plc (the ‘parent company’) and its subsidiaries (the
'group') for the year ended 31 May 2024 which comprise the consolidated statement of comprehensive
income, the consolidated statement of changes in equity, the company statement of changes in equity,
the consolidated balance sheet, the company balance sheet, the consolidated cash flow statement, the
company cash flow statement and notes to the financial statements, including significant accounting
policies. The financial reporting framework that has been applied in their preparation is applicable law
and UK adopted international accounting standards and, as regards the parent company financial
statements, as applied in accordance with the provisions of the Companies Act 2006.
In our opinion:
•
the financial statements give a true and fair view of the state of the group's and of the parent
company’s affairs as at 31 May 2024, and of the group's loss for the year then ended;
•
the group financial statements have been properly prepared in accordance with UK adopted
international accounting standards;
•
the parent company financial statements have been properly prepared in accordance with UK
adopted international accounting standards as applied in accordance with the provisions of the
Companies Act 2006; and
•
the financial statements have been prepared in accordance with the requirements of the
Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and
applicable law. Our responsibilities under those standards are further described in the Auditor
responsibilities for the audit of the financial statements section of our report. We are independent of the
group and parent company in accordance with the ethical requirements that are relevant to our audit of
the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed entities, and
we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that
the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Our approach to the audit
Our Group audit was scoped by obtaining an understanding of the Group and its environment. We
determined materiality and assessed the risk of material misstatement in the financial statements. In
particular we looked at where the directors had made subjective judgements within accounting estimates.
We addressed the risk of management override of internal controls including whether there was evidence
of bias by the directors that represented a risk of material misstatements due to fraud.
The group has operating entities based in the UK and India. We assessed there to be two significant
components being Feedback Plc and Feedback Medical Limited with operations in the UK.
All significant components were subject to a full scope audit by the group auditor at component materiality
levels.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of the financial statements of the current period and include the most significant addressed risks of
material misstatement (whether or not due to fraud) we identified, including those which had the greatest
effect on the overall audit strategy, the allocation of resources in the audit, and directing the efforts of the
engagement team. These matters were addressed in the context of our audit of the financial statements
as a whole, and in forming our opinion thereon, we do not provide a separate opinion on these matters.
We have determined the matters described below to be key audit matters to be communicated in our report.
Key audit matters
How our scope addressed this matter
Revenue recognition
The risk is that revenue is overstated through non-
deferral of revenue which should be deferred as
Strategic Report >>> Governance >>> Financial Statements
Independent Auditor’s Report to the Members of Feedback plc
Feedback plc
Annual report and accounts for the year ended 31 May 2024
71
In our assessment of audit risk, we determined that
the existence and timing of revenue recognition
give rise to a significant risk of material
misstatement. The group has a variety of revenue
streams including software installation, software
licences, scientific and software support and
consultancy.
the criteria of revenue recognition have yet to be
met.
We focused on timing of revenue recognition in
accordance with stated accounting policies and its
subsequent presentation in the statement of
comprehensive income.
Our procedures included:
Analytical procedures and depth testing on a
sample of transactions to confirm the validity of
sales recorded and if in line with IFRS 15 by
considering if the performance obligations have
been met. We sampled a number of transactions
and contracts throughout the year ensuring they
had been accounted for correctly and that revenue
is complete and that the performance obligations
have been met.
Gaining an understanding of the systems and
procedures implemented to ensure revenue is
recognised in the appropriate accounting period,
testing a sample of entries where necessary.
Reviewing the recognition at the year end to
assess the validity of their recognition and carrying
values as at 31 May 2024.
Our work did not identify any items that could not
be substantiated.
Intangible assets – capitalised development costs
and valuation
The group holds material intangible assets in
relation to patents, customer relationships and
software developments. The main risk is ensuring
that intangible assets are held at the appropriate
value and recognition criteria under IAS 38 have
been met before being capitalised.
We focused on intangible assets valuation and
recognition in accordance with stated accounting
policies.
Our procedures included:
Reviewing a sample of additions to supporting
invoices and documentation received from third
parties to ensure intangible assets were correctly
valued. We carried out audit testing to ensure that
amounts capitalised met the recognition criteria
within the standard and were in accordance with
stated accounting policies. The rationale for
recognition of these costs was discussed with
management, and the products for which items
had been capitalised assessed against the
recognition criteria of IAS 38 by reference to
supporting evidence.
Intangible assets – impairment review
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. There is a risk that intangibles
are subject to impairment.
Our procedures included:
We assessed management’s methodology of
impairment review and accounting policy as set out
in note 3 to ensure it was carried out as required
under IAS36 “Impairment of Assets”. We evaluated
management’s cash flow forecasts and the
processes by which these were drawn up.
We considered the key assumptions and estimates
used by management including growth rates and
discount rates. We carried out sensitivity analysis.
We looked at the progress made in development,
discussed recent trials and reviewed a sample of
contracts won since year end and some recent
correspondence with potential customers. We
considered the direct costs included within the
Strategic Report >>> Governance >>> Financial Statements
Independent Auditor’s Report to the Members of Feedback plc
Feedback plc
Annual report and accounts for the year ended 31 May 2024
72
cashflow forecasts to ensure that they were
appropriate.
We
also
reviewed
the
appropriateness and completeness of disclosure
shown in the notes to the accounts.
Investments in subsidiaries – valuation and
impairment review
The carrying value of investments in subsidiaries
is reviewed for impairment annually. There is a risk
that the investment is subject to impairment.
Our procedures included:
We assessed management’s methodology of
impairment review and accounting policy as set out
in note 3 and12 to ensure it was carried out as
required under IAS36 “Impairment of Assets”. We
evaluated management’s cash flow forecasts and
the processes by which these were drawn up.
We
considered
the
assumptions
used
by
management including discount rate and growth
rates. We carried out sensitivity analysis. We also
reviewed the appropriateness and completeness
of disclosure shown in the notes to the accounts.
Our application of materiality
We consider materiality to be the magnitude by which misstatements, including omissions, could
influence the economic decisions of reasonable knowledgeable users that are taken on the basis of
financial statements. Materiality provides a basis for determining the nature and extent of our audit
procedures.
We based materiality for the group’s financial statements as a whole on the pre-tax loss for the group and
concluded materiality to be £251,900. We consider that loss provides us with the most relevant
performance measure to stakeholders of the entity given the stage of the group’s activity and growth.
We assessed materiality for the parent company’s financial statements as a whole on the basis of 2% of
net assets and restricted at 90% of Group materiality, being £226,700.
We apply the concept of materiality both in the planning and performance of the audit, and in evaluating
the effects of misstatements.
During the course of the audit we reassessed materiality from planning to reflect the final reported
performance of the group. There was no change made to our planning materiality.
We set performance materiality at a level lower than materiality to reduce the probability that, in
aggregate, uncorrected and undetected misstatements exceed the materiality for the financial statements
as a whole.
We assessed performance materiality for the group’s financial statements as a whole at 60% of
materiality and concluded performance materiality to be £151,000.
We assessed performance materiality for the company’s financial statements as a whole at 60% of
materiality and concluded performance materiality to be £136,000.
In determining our performance materiality we have also considered the nature, quantum and volume of
corrected and uncorrected misstatements in prior periods and our expectation that misstatements from
prior periods would not likely recur in the current period.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis
of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors’
assessment of the entity’s ability to continue to adopt the going concern basis of accounting included
Strategic Report >>> Governance >>> Financial Statements
Independent Auditor’s Report to the Members of Feedback plc
Feedback plc
Annual report and accounts for the year ended 31 May 2024
73
review of the forecasts prepared by management to see whether this will be sufficient to meet their
requirements for the next 12 months from the date of approval of these financial statements, review of
management accounts after year end and considering whether the assumptions used appear reasonable
taking into account past performance and current conditions. As at 31 May 2024 the group had cash
balances of £3,877,503 and we assessed whether this will be sufficient to enable the group to meet
liabilities as they fall due, taking into account market conditions. As noted in note 3, the Company will
announce an accelerated bookbuild with closing of the placing expected on the same day and a
subscription of new ordinary shares to raise approximately £5.2m (before expenses). In addition, the
Company will announce its intention to launch a retail offer to qualifying retail investors in the UK to raise
a further up to £1.0m (before expenses), with the placing, subscription and retail offer being conditional
on approval at the forthcoming annual general meeting. Prior to announcement, having made relevant
enquiries, the Directors were satisfied that the Company’s brokers had received sufficient non-binding
indications for the placing and subscription to provide the Company with adequate cash resources for a
period of at least twelve months from approval of these financial statements.
Based on the work we have performed, we have not identified any material uncertainties relating to
events or conditions that, individually or collectively, may cast significant doubt on the group and parent
company’s ability to continue as a going concern for a period of at least twelve months from when the
financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in
the relevant sections of this report.
Other information
The other information comprises the information included in the annual report, other than the financial
statements and our auditor’s report thereon. The directors are responsible for the other information
contained within the annual report. Our opinion on the financial statements does not cover the other
information and, except to the extent otherwise explicitly stated in our report, we do not express any form
of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with the financial statements or our
knowledge obtained in the course of the audit or otherwise appears to be materially misstated. If we
identify such material inconsistencies or apparent material misstatements, we are required to determine
whether this gives rise to a material misstatement in the financial statements themselves. If, based on the
work we have performed, we conclude that there is a material misstatement of this other information, we
are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
•
the information given in the strategic report and the directors’ report for the financial year for
which the financial statements are prepared is consistent with the financial statements; and
•
the strategic report and the directors’ report have been prepared in accordance with applicable
legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and their
environment obtained in the course of the audit, we have not identified material misstatements in the
strategic report or the directors’ report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006
requires us to report to you if, in our opinion:
Strategic Report >>> Governance >>> Financial Statements
Independent Auditor’s Report to the Members of Feedback plc
Feedback plc
Annual report and accounts for the year ended 31 May 2024
74
•
adequate accounting records have not been kept by the parent company, or returns adequate for
our audit have not been received from branches not visited by us; or
•
the parent company financial statements are not in agreement with the accounting records and
returns; or
•
certain disclosures of directors’ remuneration specified by law are not made; or
•
we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement set out on pages 65 - 66, the directors
are responsible for the preparation of the financial statements and for being satisfied that they give a true
and fair view, and for such internal control as the directors determine is necessary to enable the
preparation of financial statements that are free from material misstatement, whether due to fraud or
error.
In preparing the financial statements, the directors are responsible for assessing the group and the parent
company’s ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the directors either intend to liquidate the
group or the parent company or to cease operations, or have no realistic alternative but to do so.
Auditor responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the
basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of
irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities,
including fraud is detailed below:
The objectives of our audit in respect of fraud, are; to identify and assess the risks of material
misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence
regarding the assessed risks of material misstatement due to fraud, through designing and implementing
appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or
suspected fraud identified during the audit. However, the primary responsibility for the prevention and
detection of fraud rests with both management and those charged with governance of the group.
Our approach was as follows:
•
We considered the nature of the commercial activities undertaken and the business performance
for the year and held discussions with management.
•
We obtained an understanding of the legal and regulatory requirements applicable to the group
and the parent company and considered that the most significant are the Companies Act 2006,
financial reporting, UK taxation legislation and rules and GDPR.
•
We obtained an understanding of how the group and the parent company complies with these
requirements by discussions with management and those charged with governance.
•
We assessed the risk of material misstatement of the financial statements, including the risk of
material misstatement due to fraud and how it might occur, by holding discussions with
management and those charged with governance.
•
We inquired of management and those charged with governance as to any known instances of
non-compliance or suspected non-compliance with laws and regulations.
Strategic Report >>> Governance >>> Financial Statements
Independent Auditor’s Report to the Members of Feedback plc
Feedback plc
Annual report and accounts for the year ended 31 May 2024
75
•
We discussed during the audit engagement team briefing regarding how and where fraud might
arise in the financial statements and any potential indication of fraud. We remained alert to any
indication of fraud or non-compliance with laws and regulations throughout the audit.
•
Based on this understanding, we designed specific appropriate audit procedures to identify
instances of non-compliance with laws and regulations. This included making enquiries of
management and those charged with governance and obtaining additional corroborative evidence
as required.
To address the risk of management override of controls, we used data analytics to carry out testing of
journal entries and other adjustments for appropriateness, and evaluating the business rationale of
significant transactions outside the normal course of business. We discussed journals outside our
expectations with informed management and assessed their appropriateness. We reviewed internal
systems and performed walkthrough testing of key systems to gain assurance that they are operating
effectively and efficiently. We tested authorisation of a sample of expenditure to gain assurance that
these were authorised in line with internal procedures.
We also assessed management bias in relation to the accounting policies adopted and in determining
significant accounting estimates.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities,
including those leading to a material misstatement in the financial statements or non-compliance with
regulation. This risk increases the more that compliance with a law or regulation is removed from the
events and transactions reflected in the financial statements, as we will be less likely to become aware of
instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather
than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities is available on the Financial Reporting Council’s website
at: https://www.frc.org.uk/auditors/audit-assurance/auditor-s-responsibilities-for-the-audit-of-the-
fi/description-of-the-auditor%E2%80%99s-responsibilities-for. This description forms part of our
auditor’s report.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16
of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s
members those matters we are required to state to them in an auditor’s report and for no other purpose.
To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the
company and the company’s members as a body, for our audit work, for this report, or for the opinions we
have formed.
Strategic Report >>> Governance >>> Financial Statements
Independent Auditor’s Report to the Members of Feedback plc
Feedback plc
Annual report and accounts for the year ended 31 May 2024
76
Martin Clapson FCA (Senior Statutory Auditor)
For and on behalf of
Price Bailey LLP
Chartered Accountants
Statutory Auditors
Tennyson House
Cambridge Business Park
Cambridge
CB4 0WZ
4 November 2024
Strategic Report >>> Governance >>> Financial Statements
Feedback plc
Annual report and accounts for the year ended 31 May 2024
77
Consolidated Statement of Comprehensive Income
for the year ended 31 May 2024
Note
2024
£
2023
£
Revenue
4
1,181,544
1,024,997
Cost of sales
(79,129)
(84,276)
Gross profit
1,102,415
940,721
Other operating expenses
5
(4,792,548)
(4,362,675)
Operating loss
6
(3,690,133)
(3,421,954)
Net finance income
7
93,135
47,868
Loss before taxation
(3,596,998)
(3,374,086)
Tax credit
9
298,631
455,909
Loss after tax attributable to the
equity shareholders of the
Company
(3,298,367)
(2,918,177)
Other comprehensive
income/(losses)
Items that are or may be
reclassified subsequently to profit
or loss
Translation difference on overseas
operation
(241)
(2,243)
Total comprehensive loss for the
year
(3,298,608)
(2,920,420)
Loss per share (pence)
Basic and diluted*
11
(24.74)
(21.88)
The notes on pages 84 – 104 form part of these financial statements
Strategic Report >>> Governance >>> Financial Statements
Feedback plc
Annual report and accounts for the year ended 31 May 2024
78
Consolidated Statement of Changes in Equity
for the year ended 31 May 2024
GROUP
Share
Capital
Share
Premium
Capital
Reserve
Retained
Earnings
Translation
Reserve
Share
option
Reserve
Total
£
£
£
£
£
£
£
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
Other comprehensive
loss for the year
-
-
-
(2,918,177)
-
(2,243)
-
(2,918,177)
(2,243)
Total Comprehensive
Loss for the year
-
-
-
(2,918,177)
(2,243)
(2,920,420)
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
Loss of the year
-
-
-
(3,298,367)
-
-
(3,298,367)
Other comprehensive
loss for the year
-
-
-
-
(241)
-
(241)
Total Comprehensive
Loss for the year
(3,298,367)
(241)
(3,298,608)
Share-based payments
-
-
-
-
-
74,462
74,462
Total transactions with
owners
-
-
-
-
74,462
74,462
At 31 May 2024
6,667,330
15,350,241
299,900
(15,065,613)
(212,480)
605,359
7,644,737
Strategic Report >>> Governance >>> Financial Statements
Feedback plc
Annual report and accounts for the year ended 31 May 2024
79
Company Statement of Changes in Equity
for the year ended 31 May 2024
COMPANY
Share
Capital
Share
Premium
Retained
Earnings
Share
option
Reserve
Total
£
£
£
£
£
At 31 May 2022
6,667,330
15,351,071
(7,415,266)
450,038
15,053,173
Profit for the year and
Total comprehensive
income for the year
-
-
1,703,482
-
1,703,482
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
(5,711,784)
530,897
16,836,684
Loss of the year and
Total comprehensive
loss for the year
-
-
(1,488,345)
-
(1,488,345)
Costs of new shares
issued
-
-
-
-
-
Share-based payments
-
-
-
74,462
74,462
Total transactions with
owners
-
-
74,462
74,462
At 31 May 2024
6,667,330
15,350,241
(7,200,129)
605,359
15,422,801
The notes on pages 84 – 104 form part of these financial statements
Strategic Report >>> Governance >>> Financial Statements
Feedback plc
Annual report and accounts for the year ended 31 May 2024
80
Consolidated Balance Sheet
for the year ended 31 May 2024
2024
2023
Notes
£
£
Assets
Non-current assets
Property, plant and equipment
13
12,993
14,909
Intangible assets
14
4,068,136
3,710,946
4,081,129
3,725,855
Current assets
Trade and other receivables
15
81,641
225,302
Corporation tax receivable
298,644
455,641
Cash and cash equivalents
3,877,503
7,317,534
4,257,788
7,998,477
Total assets
8,338,917
11,724,332
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
15,350,241
Capital reserve
18
299,900
299,900
Translation reserve
18
(212,480)
(212,239)
Share option expense reserve
18
605,359
530,897
Retained earnings
18
(15,065,613)
(11,767,246)
Total equity
7,644,737
10,868,883
Liabilities
Current liabilities
Trade and other payables
16
694,180
855,449
694,180
855,449
Total liabilities
694,180
855,449
Total equity and liabilities
8,338,917
11,724,332
The financial statements were approved and authorised for issue by the Board of Directors on 01
November 2024 and were signed below on its behalf by:
Prof Rory Shaw
Chairman
The notes on pages 84 – 104 form part of these financial statements
Strategic Report >>> Governance >>> Financial Statements
Feedback plc
Annual report and accounts for the year ended 31 May 2024
81
Company Balance Sheet
for the year ended 31 May 2024
2024
2023
Notes
£
£
Assets
Non-current assets
Investments
12
8,503,533
9,500,102
8,503,533
9,500,102
Current assets
Other receivables
15
43,583
57,164
Loans to subsidiary companies
3,132,873
393,170
Cash and cash equivalents
3,828,092
6,974,028
7,004,548
7,424,362
Total assets
15,508,081
16,924,464
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
15,350,241
Share option expense reserve
18
605,359
530,897
Retained earnings
18
(7,200,129)
(5,711,784)
Total equity
15,422,801
16,836,684
Liabilities
Current liabilities
Trade and other payables
16
85,280
87,780
Total liabilities
85,280
87,780
Total equity and liabilities
15,508,081
16,924,464
The Company’s loss for the year was £1,488,345 (2023: profit of £1,703,482).
The financial statements were approved and authorised for issue by the Board of Directors on 01
November 2024 and were signed below on its behalf by:
Prof R Shaw
Chairman
The notes on pages 84 – 104 form part of these financial statements
(Company registration number 00598696)
Strategic Report >>> Governance >>> Financial Statements
Feedback plc
Annual report and accounts for the year ended 31 May 2024
82
Consolidated Cash Flow Statement
for the year ended 31 May 2024
2024
2023
£
£
Cash flows from operating activities
Loss before tax
(3,596,998)
(3,374,086)
Adjustments for:
Net finance income
(93,135)
(47,868)
Depreciation and amortisation
957,549
809,333
Impairment of intangible assets
-
6,695
Translation difference in overseas operation
(241)
(2,243)
Share based payment expense
74,469
80,859
Decrease/(Increase) in trade receivables
129,714
94,876
Decrease/(Increase) in other receivables
13,947
(11,885)
Increase/(Decrease) in trade payables
116,085
(103,570)
Increase/(Decrease) in other payables
(277,361)
364,891
Corporation tax received
455,628
392,619
Total adjustments
1,376,655
1,583,707
Net cash used in operating activities
(2,220,343)
(1,790,379)
Cash flows from investing activities
Purchase of tangible fixed assets
(12,506)
(19,083)
Purchase of intangible assets
(1,300,318)
(1,225,619)
Interest Income
93,135
47,868
Net cash used in investing activities
(1,219,689)
(1,196,834)
Cash flows from financing activities
Net proceeds of share issue
-
(830)
Net cash generated from financing activities
-
(830)
Net increase/(decrease) in cash and cash
equivalents
(3,440,031)
(2,988,043)
Cash and cash equivalents at beginning of year
7,317,534
10,305,577
Cash and cash equivalents at end of year
3,877,503
7,317,534
The notes on pages 84 – 104 form part of these financial statements
Strategic Report >>> Governance >>> Financial Statements
Feedback plc
Annual report and accounts for the year ended 31 May 2024
83
Company Cash Flow Statement
for the year ended 31 May 2024
2024
2023
£
£
Cash flows from operating activities
Profit/(Loss) before tax
(1,488,063)
1,703,482
Adjustments for:
Net finance income
(94,978)
(47,868)
Provision against/ (reversal of) intercompany receivable
-
(2,237,139)
Impairment against intercompany investment
1,004,649
-
Share based payment expense
74,462
80,859
(Increase)/Decrease in other receivables
13,581
(7,400)
(Decrease)/Increase in trade payables
(6,518)
1,264
(Decrease)/ Increase in other payables
4,017
12,515
Total adjustments
995,213
(2,197,769)
Net cash used in operating activities
(492,850)
(494,287)
Cash flows from investing activities
Loans to subsidiary companies
(2,739,984)
(2,714,494)
Investment in subsidiaries
(8,080)
(7,991)
Interest Income
94,978
47,868
Net cash generated from investing activities
(2,653,086)
(2,674,617)
Cash flows from financing activities
Net proceeds from share issue
-
(830)
Net cash generated from financing activities
-
(830)
Net increase in cash and cash equivalents
(3,145,936)
(3,169,734)
Cash and cash equivalents at beginning of year
6,974,028
10,143,762
Cash and cash equivalents at end of year
3,828,092
6,974,028
The notes on pages 84 – 104 form part of these financial statements
Strategic Report >>> Governance >>> Financial Statements
Notes to the financial statements (continued)
Feedback plc
Annual report and accounts for the year ended 31 May 2024
84
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 01 November 2024.
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 1 - First-time adoption of International Financial Reporting standards – amendments resulting
from annual improvements to IFRS accounting standards – Volume 11 (hedge accounting by first-
time adopter)
-
IFRS 7 - Financial Instruments: Disclosures; amendments regarding classification and measurement
of financial instruments, amendments regarding annual improvements Accounting Standards -
Volume 11 (Gain or loss on derecognition, deferred difference between fair value and transaction
price and credit risk disclosures). Amendments regarding the supplier finance arrangements.
-
IFRS 9 - Financial Instruments: amendments regarding classification and measurement of financial
instruments, amendments regarding annual improvements Accounting Standards — Volume 11
(Lessee derecognition of lease liabilities and Transaction price)
-
IFRS 10 - Consolidated Financial Statements — Amendments resulting from Annual Improvements
to IFRS Accounting Standards — Volume 11 (Determination of a ‘de facto agent’)
-
IFRS16 - Leases – amendments to clarify how a seller-lessee subsequently measures sale and
leaseback transactions
-
IFRS 18 - Presentation and Disclosures in Financial Statements
-
IFRS 19 - Subsidiaries without Public Accountability: Disclosures
-
IAS 1 – Presentation of financial statements – amendments regarding the classification of liabilities
as current or non-current. Amendments regarding the classification of debt with covenants
-
IAS 7 - Statement of Cash Flows — Amendments resulting from Annual Improvements to IFRS
Accounting Standards — Volume 11 (Cost method) and amendments regarding supplier finance
arrangements
-
IAS 21 - The effects of changes in foreign exchange rates – lack of exchangeability
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 2024 and 2023 using the acquisition method.
Strategic Report >>> Governance >>> Financial Statements
Notes to the financial statements (continued)
Feedback plc
Annual report and accounts for the year ended 31 May 2024
85
3. Significant accounting policies (continued)
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 £3,298,608 for the year ended 31 May 2024 however it had net assets
of £7,644,737 inclusive of £3,877,503 of cash and cash equivalents at 31 May 2024.
On 04 November 2024 the Company will announce a placing by way of an accelerated bookbuild with
closing of the placing expected on the same day and a subscription of new ordinary shares to raise
approximately £5.2m (before expenses). In addition, on 04 November 2024 the Company will announce
its intention to launch a retail offer to qualifying retail investors in the UK to raise a further up to £1.0m
(before expenses), the placing, subscription and retail offer together the “Fundraise”. Subject to closing,
the Fundraise is conditional on shareholder approval at the forthcoming annual general meeting. Prior
to announcement, having made relevant enquiries, the Directors were satisfied that the Company’s
brokers had received sufficient non-binding indications for the placing and subscription to provide the
Company with adequate cash resources for at least the next twelve months to November 2025. The
Directors believe that all resolutions required to execute the Fundraise will be successfully approved at
the annual general meeting as a matter of course, with proceeds to be received shortly thereafter. The
Directors updated and reviewed the Group’s business plan and cash flow forecasts on the basis that the
Fundraise is approved at the annual general meeting. These cash resources will be used to provide
working capital, enable continued product development and to generate sales. If further resources are
required, the directors consider, that although future equity fundraising can never be guaranteed, the
group’s recent history of successful fundraising means it likely that the group will be able to raise further
finance through future equity issues. 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.
Strategic Report >>> Governance >>> Financial Statements
Notes to the financial statements (continued)
Feedback plc
Annual report and accounts for the year ended 31 May 2024
86
3. Significant accounting policies (continued)
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:
Strategic Report >>> Governance >>> Financial Statements
Notes to the financial statements (continued)
Feedback plc
Annual report and accounts for the year ended 31 May 2024
87
3. Significant accounting policies (continued)
•
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.
Strategic Report >>> Governance >>> Financial Statements
Notes to the financial statements (continued)
Feedback plc
Annual report and accounts for the year ended 31 May 2024
88
3. Significant accounting policies (continued)
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 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 initially recognised at transaction price and subsequently measured at amortised
cost, 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.
Strategic Report >>> Governance >>> Financial Statements
Notes to the financial statements (continued)
Feedback plc
Annual report and accounts for the year ended 31 May 2024
89
3. Significant accounting policies (continued)
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.
•
Impairment review of intangible assets – The Group conducts an annual impairment review of
its intangible assets (which total £4,068,136 at the 31 May 2024 year-end, 2023: £3,710,946),
or more frequently if indicators of impairment are identified. In performing this review, the Group
takes into consideration various factors, including the inherent uncertainty around winning new
NHS contracts, the timing of those contracts, and the cash flows expected to be generated. An
impairment review has been conducted using both a base case and a risk case scenario,
applying a 5-year net present value (NPV) value-in-use model, which compares the estimated
recoverable amount of the intangible assets to their carrying value. For both models,
management has applied the following key assumptions:
o
a discount rate of 14.4%
o
a growth rate set to nil post FY27
o
Income only based on internal expected forecasted contract wins
Strategic Report >>> Governance >>> Financial Statements
Notes to the financial statements (continued)
Feedback plc
Annual report and accounts for the year ended 31 May 2024
90
3. Significant accounting policies (continued)
Given the inherent uncertainty in these assumptions, the carrying value of the intangible assets
is sensitive to changes in key estimates. The most significant risks to the carrying amount are:
o
Discount rate sensitivity in that an increase would reduce the recoverable amount
o
NHS contract wins and timing, lower or slower conversion of expected sales forecast
impacting future cash flow projections
o
Growth rates affected due to market conditions, impacting future cash flows
A reasonable possible change in any of these key assumptions could result in an impairment
loss. The Group and management continue to monitor these assumptions when reassessing the
intangible assets.
•
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 2024
Medical
Imaging
Head
Office
Total
£
£
£
Revenue
External
1,181,544
-
1,181,544
Expenditure
Total (excluding depreciation and amortisation)
(2,829,839)
(991,154)
(3,820,993)
Depreciation and amortisation
(957,549)
-
(957,549)
Loss before tax
(2,605,844)
(991,154)
(3,596,998)
Tax credit
298,631
-
298,631
Balance sheet
Total assets
4,467,243
3,871,674
8,338,917
Total liabilities
(608,888)
(85,292)
(694,180)
3,858,355
3,786,382
7,644,737
Capital expenditure (all located in the UK)
(1,312,824)
-
(1,312,824)
The revenues from external customers in 2024 are comprised of the following products Bleepa:
£1,022,536, Image Engineering license fees: £121,566 and legacy products Cadran PACS: £37,442.
Strategic Report >>> Governance >>> Financial Statements
Notes to the financial statements (continued)
Feedback plc
Annual report and accounts for the year ended 31 May 2024
91
4.
Segmental reporting (continued)
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)
Reported segments’ assets are reconciled to total assets as follows:
External revenue by
Non-current assets by
location of customer
location of assets
2024
2023
2024
2023
£
£
£
£
United Kingdom
1,058,956
873,597
4,081,129
3,725,855
Europe
2,208
-
-
Rest of the world
122,588
149,135
-
-
Total
1,181,544
1,024,940
4,081,129
3,725,855
£441,048 of revenue recognised in the current year was recorded in contract liabilities in the prior year
(2023: £203,674).
Major customers
During the year ended 31 May 2024, the Group generated £450,000 of revenue from one customer in
the United Kingdom, which is equal to 38% of total Group revenues in the year. Major customer from the
rest of the world is located in USA and accounts for £121,566 of group revenue generated.
5.
Other operating expenses
2024
2023
£
£
Administrative costs:
Employment and other costs
3,834,999
3,553,342
Amortisation and depreciation costs
957,549
809,333
4,792,548
4,362,675
Strategic Report >>> Governance >>> Financial Statements
Notes to the financial statements (continued)
Feedback plc
Annual report and accounts for the year ended 31 May 2024
92
6.
Operating loss
2024
2023
£
£
This is stated after charging
Depreciation and amortisation
Owned assets
14,422
12,541
Amortisation of intangible assets
943,128
796,789
Provision for doubtful debts
(320)
15,401
Foreign exchange differences
26,122
21,805
Auditors’ remuneration
Audit of parent company and group financial statements
22,170
20,700
Audit of subsidiaries
14,780
13,800
7.
Net finance income
2024
2023
£
£
Interest received
93,135
47,868
93,135
47,868
8.
Directors and employees
2024
2023
2024
2023
Average
Average
Year-end
FTE
Year-end
FTE
Number of employees
Selling and distribution
2
2
3
1
Administration
17
15
17
15
Research and development
7
6
7
8
26
23
27
24
2024
2023
£
£
Staff costs
Wages and salaries
2,138,863
1,877,036
Social security costs
250,428
231,303
Payments to defined contribution pension
scheme
225,800
179,160
Share based payment expense
74,469
80,859
2,689,560
2,368,358
Details of Directors’ remuneration for the year ended 31 May 2024 and the prior year ended 31 May
2024 are set out in the Remuneration Committee report on pages 67 – 69.
Strategic Report >>> Governance >>> Financial Statements
Notes to the financial statements (continued)
Feedback plc
Annual report and accounts for the year ended 31 May 2024
93
9.
Taxation on loss
2024
2023
£
£
(a)
The tax credit for the year:
UK Corporation tax
(298,631)
(455,909)
Current tax credit
(298,631)
(455,909)
(298,631)
(455,909)
(b)
Tax reconciliation
Loss before tax
(4,507,137)
(1,132,957)
Loss at the standard rate of corporation tax in the UK
of 25% (2023 – 20%)
(1,126,784)
(226,623)
Fixed asset differences
(1,665)
-
Expenses non-deductible for tax purposes
270,884
16,593
Other permanent differences
164
-
Other income
-
(447,489)
Additional deduction for R&D expenditure
(345,517)
(362,633)
Surrender of tax losses for R & D tax credit refund
448,368
203,611
Deferred tax not recognised
455,637
450,728
Foreign tax credits
282
-
Remeasurement of deferred tax for change in tax
rates
-
(90,096)
Tax charge for the year
(298,631)
(455,909)
(c)
Factors which may affect future tax charges
In view of the tax losses carried forward there is a deferred tax amount of approximately
£1,966,621 (2023: £1,510,984) which has not been recognised in these Financial Statements.
This contingent asset will be realised when the Group makes sufficient taxable profits in the
relevant company.
(d)
Deferred tax – Company
In view of the tax losses carried forward there is a deferred tax amount of approximately
£1,179,468 (2023: £1,075,668 ) 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 loss for the
financial year is £1,488,345 (2023 profit: £1,703,482). The loss for the financial year 2024 arises from
impairment of investment in its subsidiary Feedback Medical Ltd of £1,004,649.
11.
Loss per share
Basic loss per share is calculated by reference to the loss on ordinary activities after taxation of
£3,298,367 (2023: £2,918,177) and on the weighted average of 13,334,659 (2023: 13,334,659) shares
in issue.
Strategic Report >>> Governance >>> Financial Statements
Notes to the financial statements (continued)
Feedback plc
Annual report and accounts for the year ended 31 May 2024
94
11. Loss per share (continued)
2024
£
2023
£
Net loss attributable to ordinary
equity holders
(3,298,367)
(2,918,177)
2024
2023
Weighted average number of
ordinary shares for basic earnings
per share
13,334,659
13,334,659
Effect of dilution:
Share Options
-
-
Warrants
-
-
Weighted average number of
ordinary shares adjusted for the
effect of dilution
13,334,659
13,334,659
Loss per share (pence)
Basic
(24.74)
(21.88)
Diluted
(24.74)
(21.88)
There is no dilutive effect of the share options and warrants as the dilution would be negative for the
periods presented. There are 1,077,490 share options outstanding as at 31 May 2024 which could
potentially dilute basic earnings per share in the future, but were not included in the calculation of diluted
earnings per share because they are anti-dilutive for the periods presented.
12.
Investments
Share in Group
undertakings
Total
Company
£
£
Cost
At 31 May 2022
2,459,804
2,459,804
Addition (see note below)
9,857,991
9,857,991
At 31 May 2023
12,317,795
12,317,795
Addition (see note below)
8,080
8,080
As at 31 May 2024
12,325,875
12,325,875
Provision for impairment
At 31 May 2022
2,459,804
2,459,804
Additional impairment included in operating
expenses
357,889
357,889
At 31 May 2023
2,817,693
2,817,693
Additional impairment included in operating
expenses (see note below)
1,004,649
1,004,649
At 31 May 2024
3,822,342
3,822,342
Net Book Value
At 31 May 2024
8,503,533
8,503,533
At 31 May 2023
9,500,102
9,500,102
Strategic Report >>> Governance >>> Financial Statements
Notes to the financial statements (continued)
Feedback plc
Annual report and accounts for the year ended 31 May 2024
95
12.
Investments (continued)
All of the above investments are unlisted.
The cost additions in 2024 are comprised of £8,080 related to options in Feedback Medical Limited which
would be satisfied with Feedback Plc shares if/when they are exercised.
The impairment loss in 2024 by the Company (Head Office segment) relates to a £1,004,649 impairment
against the cost of investment in the principal operating subsidiary of the Group, Feedback Medical
Limited.
The carrying value of the Company's investment in Feedback Medical Limited was £9,508,182 prior to
an impairment review. The impairment review, which is performed annually or more frequently if events
or changes in circumstances indicate a potential impairment, compares the carrying value to the
recoverable amount, being the higher of value in use and fair value less costs to sell. Feedback Medical
Limited is the principal operating entity of the Feedback Plc Group therefore, consistent with prior years,
management has used the Group’s market capitalisation as at 31 May 2024 (Level 1 of the fair value
hierarchy), on an adjusted basis, as a proxy for the fair value less costs to sell of Feedback Medical
Limited. Based on the Group’s market capitalisation using a three-month volume weighted average share
price as at 31 May 2024 and adjusting out the Feedback Plc holding entity cost centre valuation (further
details provided below) and cash held by Feedback Plc at this date (Level 1 of the fair value hierarchy),
management has determined the fair value less costs to sell of Feedback Medical Limited as being
£8,503,533. On this basis, the recoverable amount has a shortfall of the carrying value and therefore an
impairment has been recognised this year for £1,004,649, bringing the carrying value to £8,503,533.
The Feedback Plc holding entity cost centre valuation was based on a five-year discounted cashflow
model based on historical recurring costs as the basis for future costs (Level 3 of the fair value hierarchy)
and the discount rate used in the calculation of net present value was 14.4% (Level 3 of the fair value
hierarchy).
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%.
Strategic Report >>> Governance >>> Financial Statements
Notes to the financial statements (continued)
Feedback plc
Annual report and accounts for the year ended 31 May 2024
96
12.
Investments (continued)
Feedback Medical India Private Limited 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. 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
Total
Equipment
Group
£
£
Cost
At 31 May 2022
51,955
51,955
Additions
19,083
19,083
At 31 May 2023
71,038
71,038
Additions
12,506
12,506
As 31 May 2024
83,544
83,544
As 31 May 2024
83,544
83,544
Depreciation
At 31 May 2022
43,588
43,588
Charge for the year
12,541
12,541
At 31 May 2023
56,129
56,129
Charge for the year
14,422
14,422
At 31 May 2024
70,551
70,551
Net Book Value
At 31 May 2024
12,993
12,993
At 31 May 2022
14,909
14,909
Strategic Report >>> Governance >>> Financial Statements
Notes to the financial statements (continued)
Feedback plc
Annual report and accounts for the year ended 31 May 2024
97
14.
Intangible assets
Software
developme
nt
Customer
relationships
Intellectual
Property
Goodwill
Total
£
£
£
£
£
Cost
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
Additions
1,293,342
-
6,976
-
1,300,318
At 31 May 2024
6,924,034
100,000
204,828
271,415
7,500,277
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
Amortisation charge for year
932,383
-
10,745
-
943,128
At 31 May 2024
2,884,506
100,000
176,220
271,415
3,432,141
Net Book Value
At 31 May 2024
4,039,528
-
28,608
-
4,068,136
At 31 May 2023
3,678,569
-
32,377
-
3,710,946
15.
Trade and other receivables
Group
Company
2024
2023
2024
2023
£
£
£
£
Amounts falling due within one year
Trade receivables
1,110
130,824
-
-
Other receivables
10,601
12,795
9,868
12,563
Prepayments
59,720
81,683
33,715
44,601
Accrued Revenue
10,210
-
-
-
81,641
225,302
43,583
57,164
16.
Trade and other payables
Group
Company
2024
2023
2024
2023
£
£
£
£
Amounts falling due within one year
Trade payables
179,755
63,670
9,654
17,494
Other payables
21,412
18,073
-
-
Other taxes and social security
98,394
146,745
18,503
17,011
Accruals
178,163
185,913
57,123
53,275
Contract liabilities
216,456
441,048
-
-
694,180
855,449
85,280
87,780
Strategic Report >>> Governance >>> Financial Statements
Notes to the financial statements (continued)
Feedback plc
Annual report and accounts for the year ended 31 May 2024
98
16.
Trade and other payables (continued)
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.
Strategic Report >>> Governance >>> Financial Statements
Notes to the financial statements (continued)
Feedback plc
Annual report and accounts for the year ended 31 May 2024
99
17. Financial instruments (continued)
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 £Nil has been recognised during the year (2023: £15,401) 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 2024, 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:
2024
2023
2024
2023
£
£
£
£
Trade and other receivables
81,641
225,302
43,583
57,164
Loans to subsidiary companies
-
-
3,132,873
393,170
Cash and cash equivalents
3,877,503
7,317,534
3,828,092
6,974,028
3,959,144
7,542,836
7,004,548
7,424,362
All financial assets mention in the above table are measured at amortised cost.
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 are measured at amortised cost and are carried at the original invoice amount less
allowances for expected credit losses.
Analysis of trade receivables
Total
Current
30 days
past due
60 days
past due
90 days
past due
£
£
£
£
£
Group
2024
1,110
-
1,110
-
-
2023
130,824
2,640
-
128,184
-
Company
2024
-
-
-
-
-
2023
-
-
-
-
-
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
Strategic Report >>> Governance >>> Financial Statements
Notes to the financial statements (continued)
Feedback plc
Annual report and accounts for the year ended 31 May 2024
100
17.
Financial instruments (continued)
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 2024.
2024
2023
2024
2023
£
£
£
£
Trade Receivables
-
-
-
-
As at 31 May 2024 £Nil (2023: £Nil) 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 (2023: £Nil).
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 2024 or as at 31 May 2023.
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
2024
2023
2024
2023
£
£
Trade and other payables
201,167
81,743
9,654
17,494
The following are maturities of financial liabilities, including estimated contracted interest payments.
Carrying amount
£
Contractual
cash flow
£
6 months or
less
£
Group
2024
201,167
201,167
201,167
2023
81,743
81,743
81,743
Company
2024
9,654
9,654
9,654
2023
17,494
17,494
17,494
Cash flow interest rate risk
The Group presently has no substantial interest rate risk exposure.
Capital under management
Strategic Report >>> Governance >>> Financial Statements
Notes to the financial statements (continued)
Feedback plc
Annual report and accounts for the year ended 31 May 2024
101
17.
Financial instruments (continued)
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:
2024
2023
Number
Number
As at start of period (01 June)
13,334,659
2,666,931,677
200:1 Share consolidation (see note below)
-
(2,653,597,018)
As at end of period (31 May)
13,334,659
13,334,659
During 2023, a 200:1 share consolidation occurred whereby 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.
During the year, the Company had the following share options in issue:
Grant Date
No. options
as at 31
May 2023
Granted
in year
Lapsed
in year
No. options
as at 31
May 2024
Exercis
e 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
-
1,000
21 May 15 - 19 May 24
26 June 18(3)
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)
75,000
-
-
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
-
2,432
723,752
140
31 May 22 – 31 May 30
23 February 22(7)
83,859
-
-
83,859
140
23 February 23 – 23 February
32
28 May 24(8)
-
49,188
-
49,188
140
31 May 25 – 31 May 32
28 May 24(9)
-
17,538
-
17,538
140
31 May 25 – 31 May 32
1,065,196
66,726
54,432
1,077,490
1. Options vest in full on the anniversary of the date of grant
2. Options vest immediately upon date of grant.
Strategic Report >>> Governance >>> Financial Statements
Notes to the financial statements (continued)
Feedback plc
Annual report and accounts for the year ended 31 May 2024
102
18. Share capital and reserves (continued)
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
8. Options vest based on share price performance conditions - first third when SP hits 240p (from 31/05/25
onwards), 2nd third when share price hits 372p (from 31/05/26 onwards) and final third when share price hits
600p (from 31/05/27 onwards)
9. 50% of Options vest based on share price performance conditions - first third when SP hits 240p (from
31/05/25 onwards), 2nd third when share price hits 372p (from 31/05/26 onwards) and final third when share
price hits 600p (from 31/05/27 onwards). 50% of Options vest over three years - of which: one-third in May
2025, one-third in May 2026 and one-third in May 2027.
For the options granted by the parent company to directors and employees on 28 May 2024 with no
performance conditions, the following assumptions were made for valuation purposes using the Black-
Scholes option pricing model:
•
Risk-free rate: 4.54% based on the five-year UK gilt
•
Expected volatility: 60% based on Medical Services sector as published in the Risk
Measurement Service, London Business School manual (65%) and Feedback’s volatility over
the last three years before the grant date (58%)
•
Expected life: Four years
•
Share price at time of grant: £0.69
•
Estimated fair value of each option at measurement date: £0.21
For the options granted by the parent company to directors and employees on 28 May 2024 with share
price performance conditions, the following assumptions were made for valuation purposes using the
Monte Carlo option Pricing Model:
•
Risk-free rate: 4.54% based on the five-year UK gilt
•
Expected volatility: 60% based on Medical Services sector as published in the Risk
Measurement Service, London Business School manual (65%) and Feedback’s volatility over
the last three years before the grant date (58%)
•
Expected life: 4.5 years
•
Estimated fair value of each option at measurement date: £0.10
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
2024
2023
2024
2023
Pence
Pence
Outstanding at 01 June
1,065,196
1,086,696
186
189
Granted in year
66,726
-
-
-
Lapsed in year
54,432
21,500
649
326
Outstanding at 31 May
1,077,490
1,065,196
160
186
Strategic Report >>> Governance >>> Financial Statements
Notes to the financial statements (continued)
Feedback plc
Annual report and accounts for the year ended 31 May 2024
103
18. Share capital and reserves (continued)
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.
At 31 May
2023
Granted
Expired
At 31
May 2024
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
-
There are no outstanding warrants at the end of 31 May 2024 with opening outstanding warrants expiring
on the 19th May 2024.
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 £225,800 (2023: £179,160). A balance of £20,986
(2023: £17,084) was payable at the year end.
20.
Related party transactions
Key management personnel
Details of Directors’ remuneration for the year ended 31 May 2024 and the prior year ended 31 May
2023 are set out in the Remuneration Committee report on pages 67 – 69.
Management fee from Company to subsidiaries
Feedback Plc invoiced Feedback Medical Limited £401,282 for the management fee related to 2024
(2023: £359,716), with a balance of £3,123,497 being receivable as at the year end. Feedback Plc
invoiced Texrad Limited £6,888 for the management fee related to 2024 (2023: £34,806), with a balance
of £10,846 being receivable as at the year end.
The Directors interests in shares of the Company are contained in the Directors’ Report.
Strategic Report >>> Governance >>> Financial Statements
Notes to the financial statements (continued)
Feedback plc
Annual report and accounts for the year ended 31 May 2024
104
21.
Post balance sheet events
On 04 November 2024 the Company will announce a placing by way of an accelerated bookbuild with
closing of the placing expected on the same day and a subscription of new ordinary shares to raise
approximately £5.2m (before expenses). In addition, on 04 November 2024 the Company announced its
intention to launch a retail offer to qualifying retail investors in the UK to raise a further up to £1.0m
(before expenses). Subject to closing, the placing, subscription and retail offer is conditional on
shareholder approval at the forthcoming annual general meeting.
22.
Ultimate controlling party
There is no ultimate controlling party.
Strategic Report >>> Governance >>> Financial Statements
Feedback plc
Annual report and accounts for the year ended 31 May 2024
105
Company Information
Directors
Prof R Shaw
Dr T Oakley
A Patel
A Denning
P Prince
A Eschauzier
Secretary
ONE Advisory Limited
201 Temple Chambers,
3-7 Temple Avenue,
London
EC4Y 0DT
Registered Office
Feedback Medical Ltd
201 Temple Chambers,
3-7 Temple Avenue,
London
EC4Y 0DT
Registered Number
00598696
External Auditors
Price Bailey LLP
Tennyson House
Cambridge Business Park
Cambridge
CB4 0WZ
Nominated Adviser and Sole Broker
Panmure Liberum Limited
40 Gracechurch Street
London
EC3V 0BT
Bankers
NatWest
Conqueror House
Vision Park
Cambridge
CB24 9NL
Solicitors
DAC Beachcroft
25 Walbrook
London
EC4N 8AF
Registrars
Share Registrars Limited
The Courtyard
17 West Street
Farnham
Surrey
Feedback PLC
201 Temple Chambers,
3-7 Temple Avenue,
London,
EC4Y 0DT
www.feedbackmedical.com