Connectivity that
liberates healthcare
Annual Report and
Accounts
For the year ended 31 May
2025
Feedback Medical
Connectivity that liberates healthcare
Feedback Medical is the strategic partner to unlock productivity in health
and care through digital connectivity and asynchronous collaboration. With
proven expertise in system integration, we enable teams to work flexibly, share
information securely, and deliver care more efficiently.
Bleepa® is an award-winning collaboration platform that improves the quality
and productivity of patient pathways enabling health and care organisations to
hit targets with their existing clinical workforce. We achieve this by connecting
digital infrastructure across systems, enabling asynchronous working, reducing
geographic barriers and removing unnecessary appointments.
Bleepa® supports the shift from analogue to digital
and from hospital to community-based care, by uniting
essential data and teams to enhance clinical decision
making and enable better coordinated care.
feedbackmedical.com
Bleepa®
An asynchronous collaboration platform that unites essential data
and teams to enhance clinical decision making.
Features
•
Referral management for inpatients/
outpatients
•
Dashboard view for pathway
management
•
Instant messaging for multi-
disciplinary collaboration
•
Add, view, annotate and share medical
images and photos
•
Live view of GP record
•
Capture clinical outcomes in structured
format
•
Easy to use with customisable
configuration
•
Interoperable with multiple healthcare
IT systems in primary and secondary
care
•
UKCA marked medical device
•
Safe and secure, zero footprint
(nothing stored on any device)
Benefits
•
Expedites and enhances
collaboration and decision making
•
Unites essential data from existing
systems
•
Cuts unnecessary hospital
appointments
•
Shortens patient wait times including
referral-to-treatment timelines
•
Supports shift to community-based
care
Feedback plc
Annual report and accounts for the year ended 31 May 2025
4
Contents
Page
Strategic report
Highlights
5
About us
6
Chairman’s statement
13
Chief Executive Officer’s statement
15
Principal risks and uncertainties
20
Environmental, social, governance report
26
Stakeholder engagement (s.172 statement)
32
Governance
The Board
36
Corporate governance statement
38
Audit and Risk Committee report
48
Directors’ report
50
Remuneration Committee report
54
Financial statements
Independent Auditor’s report
57
Consolidated statement of comprehensive income
63
Consolidated statement of changes in equity
64
Company statement of changes in equity
65
Consolidated balance sheet
66
Company balance sheet
67
Consolidated cash flow statement
68
Company cash flow statement
69
Notes to the financial statements
70
Company information
92
Strategic Report >>> Governance >>> Financial Statements
Feedback plc
Annual report and accounts for the year ended 31 May 2025
5
Highlights
Of the audited results for the 12 months to 31 May 2025 (the “Period”).
Operational highlights
•
Awarded £495k digital infrastructure contract with Queen Victoria Hospital NHS Foundation Trust
("QVH")
•
Awarded further funding to extend the delivery of community diagnostic centre ("CDC") pathway
pilot at the Northern Care Alliance NHS Foundation Trust ("NCA") site in Oldham
•
Continued to progress discussions at a both a national level and locally with Integrated Care
Boards (“ICBs”)
o
Focus on waitlist rationalisation within the NHS provides compelling backdrop
o
Company's solutions tailored to the broader changing landscape
•
MOU signed with primary care solutions partner and NHS Trust providing significant opportunities
linked to the government's Neighbourhood Health model
•
Received HSJ Partnership Award for reducing patient wait times and unnecessary hospital
appointments through a digital breathlessness pathway
•
Commenced integration of Bleepa® with key NHS referral systems to provide greater scalability
•
Broadened product functionality and reach via collaboration with Vertex In Healthcare ("Vertex")
Financial highlights
•
Revenue of £0.89m (2024: £1.18m)
•
Sales1 were £0.89m (2024: £0.95m); Bleepa contributed 90%
•
EBITDA loss of £3.06m (2024: £2.73m)
•
Raised gross proceeds of approximately £6.1 million via a Placing and Retail Offer and
completed a share capital reorganisation in November 2024
•
Cash as at 31 May 2025 was £5.95m (31 May 2024: £3.88m)
o
Sufficient for runway to early CY2027
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).
Strategic Report >>> Governance >>> Financial Statements
Feedback plc
Annual report and accounts for the year ended 31 May 2025
6
About us
Connectivity that liberates healthcare
Feedback Medical2 is the strategic partner to unlock productivity in health and care through digital
connectivity and asynchronous collaboration. With proven expertise in system integration, we enable
teams to work flexibly, share information securely, and deliver care more efficiently.
Bleepa is an award-winning collaboration platform that improves the quality and productivity of patient
pathways enabling health and care organisations to hit targets with their existing clinical workforce. We
achieve this by connecting digital infrastructure across systems, enabling asynchronous working, reducing
geographic barriers and removing unnecessary appointments.
Bleepa supports the shift from analogue to digital and from hospital to community-based care, by uniting
essential data and teams to enhance clinical decision making and enable better coordinated care.
https://feedbackmedical.com/
About Bleepa
Features
Patient management
•
Referral management for inpatients/outpatients
•
Dashboard view for pathway management
•
Rule-based tags and labels to manage patient lists
Clinical decision making
•
Instant messaging for multi-disciplinary collaboration
•
Add, view, annotate and share medical images and photos
•
Live view of GP record
•
Share a patient outside of care setting
•
Capture clinical outcomes in structured format
Useability
•
Easy to use
•
Customisable configuration
•
Access to team and individual contact details
•
Push notifications
Interoperability
•
Interoperable with multiple healthcare IT systems:
•
Primary care: EMIS, ICE, e-RS, GP Connect
•
Secondary care: PACS, PAS/PDS, LIMS, EPR, RIS
Safety & security
•
UKCA marked medical device
•
Zero footprint (nothing stored on any device)
•
Safe and secure (relevant NHS and other accreditations and credentials)
•
Partner with Amazon Web Services
Benefits
1. Expedites and enhances collaboration and decision making
2 Feedback Medical Limited (“Feedback Medical”) is the principal trading entity of the Feedback plc group.
Strategic Report >>> Governance >>> Financial Statements
About us (continued)
Feedback plc
Annual report and accounts for the year ended 31 May 2025
7
2. Unites essential data from existing systems
3. Cuts unnecessary hospital appointments
4. Shortens patient wait times including referral-to-treatment timelines
5. Supports the shift to community-based care
Our business model
At the heart of our business model is Bleepa, our UKCA-certified clinical collaboration platform that enables
asynchronous, cross-provider communication between healthcare professionals. By integrating healthcare
IT systems across care settings, Bleepa provides clinicians with a unified view of patient information -
empowering them to make faster, safer decisions that improve productivity and outcomes.
We generate revenue through direct licensing agreements with healthcare providers, primarily within the
NHS. Our contracts are typically multi-year in duration, supported through NHS procurement frameworks
such as G-Cloud, and increasingly structured around annual recurring revenue.
Figure 1 - How Feedback creates, delivers and captures value
We provide deployment, integration, and user onboarding support - ensuring smooth implementation and
long-term customer success. While most of our revenue currently derives from NHS customers, we have
established commercial operations in India, where Bleepa is approved for use as a medical device, and
we are actively pursuing opportunities in other high-growth healthcare markets.
Our hybrid operating model combines a core in-house team across sales, product, support and regulatory
functions supplemented by outsourced software development partners, enabling us to scale efficiently
while safeguarding intellectual property. This approach allows us to remain agile and responsive to
evolving clinical needs, continuously refining our platform based on customer feedback and real-world use
cases.
Our strategic objectives are guided by a clear vision: to be the strategic partner for healthcare systems
looking to improve productivity with asynchronous care pathways, enhance interoperability, and improve
patient outcomes. In the UK, we had prioritised regional and national-scale contracts through integrated
care boards, community diagnostic centres, and national initiatives. In recent months, we have developed
a more proportionate and targeted sales approach, focusing in on key targets with greater analysis on
customer fit, strategic priorities, digital maturity, and barriers to adoption. In addition, we have strengthened
and built on stakeholder engagement and management, both with new opportunities and our existing
customer base to ensure contract retention.
C EA E A E
Innovative co a oration
too s
Sol es pain points in
uniting teams and data
Built for clinical safety
and regulatory
compliance
marked platform
Bleepa
DE I E A E
Improves productivit
inte rated de iver
Sa es clinical time and
impro es producti ity
ntegrates ith e isting
healthcare systems
nables data sharing
and collaboration
across teams and
systems
CA E A E
ustaina e revenue
future ro th
ecurring re enue
from customers
partners
Strategic contracts and
de elopments
Future alue in digital
and cross collaborati e
solutions
Strategic Report >>> Governance >>> Financial Statements
About us (continued)
Feedback plc
Annual report and accounts for the year ended 31 May 2025
8
We continue to explore opportunities with the private sector, replicating our proven NHS models with
commercial pro iders, and building an e idence base that demonstrates our platform’s alue in ne
settings.
Product innovation remains core to our strategy. We continue to invest in Bleepa’s capabilities to enhance
scalability and user experience, including key integrations with NHS systems (such as eRS, GP Connect
and MIG) and the launch during the year of a live GP record view to improve access to detailed patient
history for secondary care clinicians.
Strategic partnerships play an important role in our growth. Collaborations with organisations such as
Vertex In Healthcare are expected to unlock new avenues for licensing and international revenues, while
our integration of MedDream’s FD -approved image viewer has prepared us to more readily enter
regulated markets such as the US. Whilst mindful of our focus on driving commercialisation in the UK, the
US remains a market that we believe could have significant potential for Feedback in the future.
Regulatory approvals
Feedback Medical operates in one of the most highly regulated industries where patient safety, data
protection and clinical efficacy are paramount. Our regulatory strategy is a core component of our business
model and a key differentiator in the market, providing customers with the assurance that our products
meet the highest standards of quality, security, and compliance.
We have successfully achieved and maintained a comprehensive suite of certifications and accreditations,
which enable us to operate across NHS, international, and private sector 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
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.
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About us (continued)
Feedback plc
Annual report and accounts for the year ended 31 May 2025
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Standard
What is it?
Why does it matter?
What is involved?
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.
These accreditations not only enable us to market and deploy our solutions across healthcare
organisations in the UK but also establish a robust foundation for international expansion. In India, we have
an import licence for Bleepa as a medical device, a critical regulatory milestone that allows commercial
deployment within hospitals and public health programmes.
We regard compliance not as a hurdle, but as a competitive advantage. In a landscape where regulatory
complexity can deter new entrants, our proven track record positions us as a trusted partner to healthcare
providers seeking safe, scalable and compliant digital infrastructure. As we expand internationally, we will
continue to invest in maintaining and enhancing our regulatory capabilities, ensuring that our solutions
remain market-leading and fully aligned with local and international standards.
Market opportunity
The market opportunity for our technologies is significant and expanding. Domestically, the NHS
represents a large market with an urgent need for digital innovation. With growing waitlists, workforce
constraints and financial pressures, health systems are prioritising technologies that can unlock
productivity and improve patient flow. Bleepa addresses these challenges directly delivering measurable
impact such as a 63% reduction in patient wait times, a 90% reduction in outpatient appointment
requirements, and reducing clinical review from 30 minutes down to less than 10. Our current total
addressable market (TAM) within the NHS is estimated at approximately £300 million, with our outpatient
care model and neighbourhood health services aligned to NHS priorities.
c.£300m opportunity estimated in core UK target market:
Strategic Report >>> Governance >>> Financial Statements
About us (continued)
Feedback plc
Annual report and accounts for the year ended 31 May 2025
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NHS organisations increasingly look to commercial suppliers to provide validated evidence of impact and
endorsements from NHS and other bodies before committing to purchasing decisions. The launch of CEO
Dr Tom Oakley as an NHS Innovation Accelerator Fellow and Bleepa as one of its innovations in 2024,
and the announcement of the HSJ Partnership Award for Most Effective Contribution to Clinical Redesign
2025 for the Sussex breathlessness pathway further supports our customer engagement and sales
strategies.
Feedback Medical and Queen Victoria Hospital NHS Foundation Trust teams accepting award at HSJ
Partnership Awards 2025
Internationally, we initiated pilots for TB screening and hospital-based care delivery, driven by government
and corporate social responsibility (CSR) funded initiatives, and underpinned by an increasing regulatory
focus on secure, digital-first healthcare. Post Period, given the increasing uncertainty in our domestic
market, we have decided to curtail activities in India for the time being in order to extend our cash runway
position. We remain open to reactivating and reinvesting in India subject to stronger traction and revenue
growth in our core UK market.
We are also evaluating new markets, including Canada and the United States, where value-based care
models align closely with our product strengths.
Our strategy looks to anticipate future growth opportunities for the company as part of our stakeholder-led
Company estimated total addressable market in the UK – annual
4
3
2
1
TOTAL
Private
hospitals (UK)
NHS
Community
Pharmacies
NHS
CDCs / IC ’
NHS
Trusts
£314m
£14m
£191m
£81m
£28m
TAM
Strategic Report >>> Governance >>> Financial Statements
About us (continued)
Feedback plc
Annual report and accounts for the year ended 31 May 2025
11
approach, identifying key regional NHS figures in areas e’re looking to operate, ith hom e ill look
to establish relationships.
In summary, Feedback Medical is well positioned for growth. We have a differentiated, regulatory-approved
platform; a growing domestic and international footprint; and a strategy focused on unlocking high-value
opportunities through proven use cases, scalable technologies, and deep clinical insight. Our aim is to be
the digital infrastructure connecting care systems - delivering measurable impact for patients, clinicians,
and healthcare systems worldwide.
TB screening programme with the HEAL Foundation, Gorakhpur, Uttar Pradesh, India.
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About us (continued)
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Annual report and accounts for the year ended 31 May 2025
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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 partner with clinicians and managers to develop solutions and support their needs.
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
34 years’ e perience, as
CEO of Feedback Medical
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 since 2001, a
regulatory specialist and
system architect.
Mark Fletcher, Director of
External Affairs:
communications and
strategy specialist with a
background in both medical
technology and government.
Strategic Report >>> Governance >>> Financial Statements
Feedback plc
Annual report and accounts for the year ended 31 May 2025
13
Chairman’s statement
Foundations for growth
The election of a new Government in July 2024, with a strong majority and ambitious vision, has offered
optimism for the NHS, our largest target market. However, changes to NHS England, operational cost
reductions across NHS Trusts and ICBs, combined with global geopolitical tensions and challenging
domestic economic conditions ha e impacted the Go ernment’s fiscal outlook and near-term budget
allocations. Consequently, this has proved a challenging year for the Company.
The strength of our proposition remains clear and the opportunity for Bleepa is more relevant than ever,
as demonstrated by the successful renewal of contracts with all our existing NHS customers with whom
we continue to generate positive outcomes. We were also selected to deliver the recent neighbourhood
health service simulation in London, and to be awarded “Most ffecti e ontribution to linical edesign”
at the recent HSJ Partnership Awards— fantastic recognition of the work by the Feedback team and our
partners at QVH.
However, despite the continued improvements to our platform, and the value we have added to our existing
customers, ongoing disruption across the NHS has meant revenue growth has not reached the levels we
anticipated. Nonetheless, the Go ernment’s o erall ision for the future of the NHS remains strongly
aligned ith the ompany’s offering. he Prime Minister’s si milestones include a key health commitment:
achie ing a 92% eferral to reatment (“ ”) target ithin 18 eeks for electi e care by 2029, and Wes
Streeting’s ision of a neighbourhood health ser ice require a crucial technology layer. hrough Bleepa,
we are well positioned to support these ambitions.
The Reforming Elective Care plan, published in January 2025, strongly endorses the outpatient model that
Feedback has long championed. Additionally, the July 2025 10 Year Plan sets out a vision for a more
productive, digital-first, and collaborative NHS—an en ironment in hich Bleepa’s alue proposition should
flourish once current restructuring settles.
In November, we completed a successful fundraising which was upscaled to £6.1 million (gross) – with a
number of new investors participating – and completed a share capital reorganisation. This has enabled
us to continue ongoing development of Bleepa and position it as a crucial element to support the successful
delivery of an efficient and effective health service.
Throughout the year, the Board has maintained an active and supportive role. We endorsed revisions to
Feedback’s sales and marketing strategy, including pursuing national contracts alongside targeted
engagement with individual trusts and ICBs. We continue to monitor established and emerging risks,
including cybersecurity threats and competitor developments, with vigilance.
As Chairman, I take seriously our duty to uphold robust governance that fosters long-term shareholder
value. We continue to adhere to the QCA Corporate Governance Code, and the Board works closely with
the Leadership Team on all facets of the business. While our revenue performance has fallen short of
e pectations this year, the team’s dedication has dri en impro ement across e ery other aspect of the
business. Our product is more scalable and refined, stakeholder relations have strengthened, and our
regulatory and compliance standards remain industry leading. We are also focused on enhancing staff
engagement Company wide.
he NHS’s restructuring has presented an unforeseen challenge, but once the sector stabilises, Feedback
well positioned to deliver the clinician collaboration solutions that are essential to unlocking the productivity
gains the NHS urgently needs. remain confident in our strategy and our team’s ability to na igate these
headwinds to create long-term value for shareholders and the healthcare system.
Strategic Report >>> Governance >>> Financial Statements
Feedback plc
Annual report and accounts for the year ended 31 May 2025
14
Rory Shaw
Non-executive Chairman
16 September 2025
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Annual report and accounts for the year ended 31 May 2025
15
CEO’s statement
Background
Whether in elective or neighbourhood care, the message across healthcare is the same: a new operating
model is needed, one that brings crucial patient information together, enables clinician collaboration,
embraces a digital-first approach, and reduces supply costs. Unlocking productivity gains remains a
significant challenge for healthcare systems worldwide. High fixed supply costs—including staffing,
premises, outdated working practices, legacy technology systems and an overemphasis on cure rather
than prevention—combined with increasing demand, often driven by demographic challenges and
increased patient complexity, limit room for manoeuvre.
In the UK, these themes underpin both the Reforming Elective Care and NHS 10 Year Plans. Against this
backdrop, our successful partnership with QVH has gained increasing significance this year. Our award-
winning collaboration has attracted attention from key stakeholders within the Department of Health and
Social Care (DHSC) and NHSE. We have already developed a model that should be followed. For example,
the breathlessness pathway we created has achieved a 63% reduction in wait times compared to the
national standard 18-week RTT target and a 90% reduction in outpatient appointments—transformative
results that align closely with national ambitions. We are now expanding this model to five additional
pathways at QVH, supported by influential national figures.
Figure 2 – How our redesigned outpatient model reduces inefficiencies in the patient pathway
Trading conditions over the past six months have undoubtedly been the toughest I have known, with
consistent uncertainty around NHS funding, organisational structure, and technological appetite beyond
major central initiatives; a reflection of frontline care providers seeing the value but lacking the time or
budget to drive change. The announced abolition of NHSE has caused significant disruption across the
health landscape. Additionally, the reorganisation of ICBs, also accompanied by significant cuts to
management and back-office roles, has effectively halved management capacity at ICB and Trust level.
Alongside ongoing pressures on providers to reduce budgets, this has left the NHS largely focused inward
and hampered by uncertainty. This environment has paused or removed several promising pipeline
opportunities, which has been hugely frustrating.
he Go ernment’s continued focus on reducing electi e care aiting lists remains encouraging. his
continues to be our primary use case and the area where Bleepa has demonstrated the most significant
impact on productivity. The direction of travel set out in the NHS 10 Year Plan is now clearer, and our value
proposition aligns closely with this.
Strategic Report >>> Governance >>> Financial Statements
O’s statement (continued)
Feedback plc
Annual report and accounts for the year ended 31 May 2025
16
Of the three broad shifts the Government is pursuing, two - ‘analogue to digital’ and ‘hospital to the
community’- lie at the heart of our operating model. Our deployment diverts patients away from
unnecessary outpatient appointments, accelerates diagnostics through straight-to-test pathways, utilises
Community Diagnostic Centres, and embeds remote consultations as standard where appropriate—
operational aims articulated in the Reforming Elective Care plan. Core to the Reforming Elective Care plan
is the ability to deliver more activity from the existing workforce gi en budget and time constraints. Bleepa’s
asynchronous approach enables clinicians to collaborate from anywhere, at any time, and reduce the
patient review time from approximately 30 minutes in a traditional outpatient setting, to as little as 5-6
minutes. Bleepa can therefore deliver 5-6x the number of patient interactions whilst also diverting 90% of
patients away from the hospital, using the existing workforce.
Funding for outpatients has also evolved this year. The Elective Recovery Fund ("ERF") has now been
rolled into wider NHS funding and no longer exists as a dedicated fund with a national price for diversion
payments. The ERF has been replaced by a fixed funding allocation to ICBs for elective recovery (totalling
£5.3bn* for 2025/26), linked to ICB indicative activity plans, placing increased pressure on ICBs to deliver
activity within a fixed financial envelope and timeframe. The end of the national price for diversion payments
under ERF provides greater contracting flexibility between the Company and ICBs as it stands to be paid
for every patient hosted on the platform instead of linking payment to the number of successful diversions,
aligning to Feedback's standard G-Cloud pricing and licencing model. These increased financial pressures
and simpler model of licensing will make our product more compelling to customers.
ecently, e ere chosen by PPL, the ’s leading social enterprise management consultancy, to pro ide
the technology underpinning a Neighbourhood Health Record simulation. This event brought together over
100 delegates from NHSE, the Greater London Authority, London Councils, the Office for Health
Improvement and Disparities, ICBs, local authorities across London boroughs, and the voluntary sector.
he simulation demonstrated Bleepa’s adaptability and suitability as an enabler of collaborative care
delivery across various settings. We look forward to using feedback from this exercise to refine our product
and work with partners to realise their vision of neighbourhood health—a developing market we believe
has sizeable potential.
A recurring theme from across the NHS is that many technology systems are not interoperable. This year,
we have made improvements to integrate Bleepa with key NHS systems, providing our customers with
greater access to data and referral options, enabling Bleepa to operate as a standalone system.
The biggest internal change this year was the establishment of our External Affairs team, aimed at
improving our understanding of government priorities and supporting the pursuit of a national rollout for
Bleepa. We have engaged extensively with the leadership teams at DHSC, NHSE, and wider political
bodies including the Tony Blair Institute. In the run-up to the Spending Review, we submitted a detailed
business case outlining the national opportunity. While the headline figures were announced by the
Chancellor in June 2025, the detailed funding allocations for individual teams and projects within
departments have yet to be confirmed.
Improving our revenue performance remains our greatest challenge and focus. We have clarified our value
proposition, enhanced our competitor analysis, and revised our sales strategy and team. Our product
delivers clear and demonstrable benefits, and we continue to operate to the highest regulatory and
compliance standards. We have also established a new partnership with Moorhouse Consulting as an
implementation partner in anticipation of wider rollouts. Despite the challenges of recent months, we are
ready to respond as soon as the NHS begins to look outwards again, at both local and national levels.
Business strategy
The long sales cycle associated with our target customers—particularly within the NHS—has required a
business strategy focused on flexibility and breadth. We have deliberately positioned Bleepa to deliver a
broad value proposition built around clinical collaboration, productivity, and bridging care settings. This has
allowed us to pursue multiple customer segments simultaneously, enabling us to pivot when needed and
capture emerging opportunities. While sales cycles remain lengthy and to date new sales have been
Strategic Report >>> Governance >>> Financial Statements
O’s statement (continued)
Feedback plc
Annual report and accounts for the year ended 31 May 2025
17
impacted by significant changes within the NHS and NHS procurement challenges, we anticipate that, they
are offset by the long-term value of each contract, with most renewing annually over several years post-
sale.
This year, we embedded a new sales strategy that leverages data insights to better identify and target
priority customers. Our focus has been on those NHS Trusts and ICBs with the fewest operational barriers,
strong potential for impact based on waiting list data, and existing access to senior decision-makers. We’ e
also expanded our stakeholder engagement to include wider networks within these organisations to drive
adoption and implementation. In parallel, we have significantly increased our engagement with central
government and the DHSC. Our product addresses national challenges in outpatient care and offers
scalable, uniform productivity improvements, making us well-positioned for central procurement. We’ e
actively shaped conversations with DHSC and NHSE, aligning our value proposition with their strategic
objectives to reduce waiting lists within existing budget constraints.
The most transformative impact of Bleepa lies in its deployment as a Single Point of Access (SPoA) tool
across a revised outpatient model, which the partnership with Moorhouse Consulting positions us strongly
to implement. We continue to explore further partnerships—both to raise awareness and to ensure Bleepa
supports every stage of a modernised patient pathway.
While electi e care has been our primary focus, Bleepa’s adaptability e tends to other healthcare conte ts
where secure collaboration and data sharing are essential, and e’re orking hard to demonstrate this in
practice—the PPL simulation sho cased Bleepa’s potential as a key enabler for shifting ser ices from
hospitals into community settings. While the commercial model behind neighbourhood health is still
evolving, our involvement positions us well to shape its future development—and our role within it.
Outside of elective care, on 19 September 2024 we announced an MOU with a primary care solutions
partner with the intention of exploring opportunities to jointly develop a novel Neighbourhood Diagnostics
Solution. After an initial period of constructive discussion and collaboration, the pace of these discussions
was adversely impacted by a number of factors outside of the control of the Company including changes
to the NHS and the partner going through significant organisational changes. However, we have now re-
commenced constructive discussions which could open up an alternative route to market for Bleepa with
this partner.
Operational review
Bleepa
Executing an agile strategy has required continued focus, team discipline, and product evolution. This year,
we made the decision to pause development of CareLocker® and Feedback Connect® as standalone
product offerings to focus resources entirely on Bleepa. In preparedness for any regional or national roll
out. Product development has centred on integrations with the main NHS systems (GP Connect, PDS,
MIG, and eRS and NHSMail as a single sign on, have all been successfully integrated) so that Bleepa can
operate as a scalable one-stop shop for users. Given growing government scrutiny around poor
interoperability in healthcare IT, we believe our integration-first approach provides a strong competitive
ad antage. We’ e also made targeted impro ements to the user e perience based on clinician feedback.
International
While the NHS remains our core customer base, we have been actively building a pipeline of international
opportunities to diversify our revenue streams.
During the Period, Feedback Medical India Limited (100% subsidiary), secured a paid pilot with a large
hospital group which has a presence across Asia, and launched its first paid pilot for live TB screening
programme with HEAL Foundation arising from the partnership announced in March 2024. Despite this
early success we believe that larger commercial opportunities are still a way off, given the complexity of
this market and the length of decision making process. Post Period, given the increasing uncertainty in our
domestic market, we have decided to curtail activities in India for the time being in order to extend our cash
Strategic Report >>> Governance >>> Financial Statements
O’s statement (continued)
Feedback plc
Annual report and accounts for the year ended 31 May 2025
18
runway position. We remain open to reactivating and reinvesting in India subject to stronger traction and
revenue growth in our core UK market.
As part of our broader sales strategy, we have initiated exploratory work in other international markets to
a limited degree, led by an external consultant. Post Period, I visited North America and also participated
in a Life Sciences Trade Mission to Canada, to begin early discussions with potential partners and
customers. The requirements identified by potential customers overlap strongly with the existing use case
and value proposition for Bleepa, and early analysis of the regulatory requirements is favourable. With
procurement cycles in the UK often delayed by structural inertia, we are prudently equipping ourselves with
strategic alternatives.
Our product and value proposition remain a very clear and compelling solution for the NHS. However,
since March 2025, significant changes have unfortunately delayed decision-making processes. While I
remain confident that new opportunities will emerge within the NHS, we will continue to proportionately
explore other markets and avenues to offset these delays and support sustainable growth.
Financial review
We consistently manage our financial resources prudently and have taken sensible steps to explore other
markets either as an alternative or as an addition to the UK and India.
2025
2024
Key performance indicators
£m
£m
Revenue
0.89
1.18
Gross margin
88%
93%
Sales (non IFRS)
0.89
0.95
Operating expenses
(5.15)
(4.79)
Operating loss
(4.21)
(3.69)
EBITDA loss (non IFRS)
(3.06)
(2.73)
Cash outflows from operating activities
(2.82)
(2.22)
Cash outflows from investing activities
(0.72)
(1.22)
Cash & cash equivalents end of period
5.95
3.88
Intangible assets
0.56
4.07
Contract liabilities (deferred income)
0.22
0.22
Net assets
6.16
7.64
Revenue for the year ended 31 May 2025 decreased 25% to £0.89m (2024: £1.18m), due to the prior
period including non-recurring revenue from the CDC pilot contracts and software development fees from
Image Engineering, partially offset by QVH converting to a full contract at a higher contract value and other
existing NHS customers renewing with inflationary uplifts. Bleepa contributed 90% (2024: 87%). Gross
margin reduced to 88% (2024: 93%) driven by the fall in revenue.
Sales, a non IFRS measure representing the total customer contract value invoiced in a period, decreased
5%, reflecting lower contract wins in the Period. Bleepa contributed 90% (2024: 85%) and Image
Engineering license fees 6% (2024: 12%). 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
(2024: £0.22m).
Operating expenses increased 7% to £5.15m (2024: £4.79m), primarily due to headcount expansion and
cost-of-living wage increases, higher non-cash share based payments expense of £0.22m (2024: £0.07m)
including a one-off accelerated charge on surrendered share options of £0.07m (2024: Nil) and higher
depreciation and amortisation costs of £1.15m (2024: £0.96m), offset by lower spend on advertising and
Strategic Report >>> Governance >>> Financial Statements
O’s statement (continued)
Feedback plc
Annual report and accounts for the year ended 31 May 2025
19
marketing activities ahead of visibility on the fundraise. Operating loss increased 14% to £4.21m (2024:
£3.69m). EBITDA loss widened 12% to £3.06m (2024: £2.73m).
Cash outflows from operating activities widened 27% to £2.82m (2024: £2.22m) primarily driven by the
higher EBITDA loss and lower R&D tax credit refund in the Period. Cash outflows from investing activities
decreased 41% to £0.72m (2024: £1.22m) due to lower spend with outsourced software development
partners to preserve cash and Bleepa’s maturity. The Group’s cash position as at 31 May 2025 was £5.95m
(31 May 2024: £3.88m) which we believe provides sufficient runway to early CY2027. This follows the
successful fundraising of £6.1m (gross) during the year.
Intangible assets reduced to £0.56m (2024: £4.07m) due to lower software development expenditure,
higher amortisation and a one-off impairment charge of £3.19m (2024: Nil) arising from the increasing
uncertainty in the ompany’s trading environment, notably the ongoing NHS restructuring. In preparing the
impairment assessment and reflecting that commercial progress has to date been slower than anticipated,
conservative assumptions were required to be applied, for example, assuming no additional new customer
wins over a five-year period; however, the Board continues to believe the technology has significant
potential, and this impairment does not reflect their commercial assessment of the value of the Group’s
intangible assets. Under IFRS, an impairment loss can be reversed in future accounting periods if the
circumstances that caused the original loss have been reversed. Net assets decreased to £6.16m (2024:
£7.64m) as at 31 May 2025.
Outlook
Undoubtedly the rhetoric of the Secretary of State and the Interim Chief Executive of the NHS is as aligned
to Feedback’s e pertise and deployment as it is possible to be. However, a shift is needed within the NHS
– be it budgetary, a central mandate around technology adoption, or operational capacity; ideally all three
– for the NHS to achieve its objectives, and for companies like Feedback to thrive. The issues e’re facing
are systemic and very difficult but despite these challenging circumstances, we have succeeded in raising
awareness of our compelling product and impact with key decisions makers within DHSC and NHSE, and
our more targeted sales strategy has led to positive and detailed discussions.
We continue local discussions with ICBs and NHS Trusts but are gaining more visibility of an opportunity
to position Bleepa as a national solution with central NHS teams and feel that the national route may be
more viable given increased pressures and tighter finances at the local level. In recent weeks we have also
reinvigorated discussions with our primary care partner to open up alternative routes to market. Whilst
progress has been slower than expected, management remain confident that there continues to be a
sizable opportunity in the UK.
Post Period, to preserve our cash resources, we have taken steps to significantly reduce spend by
curtailing activities in India, significantly downsizing our outsourced software development team in Poland,
and identifying other areas of future cost savings to extend runway even further – we believe the current
cash position provides runway to early CY2027 on this basis. The NHS remains our most obvious and
natural market, but at the moment the biggest challenge we have is navigating this period of organisational
change and delays it has created, as it is clear that Bleepa can play a very critical role in delivering the
NHS outlined in the 10 Year Plan and that there is significant pent-up demand for the benefits of what
Bleepa and asynchronous working can do across the NHS.
Dr Tom Oakley
Chief Executive Officer
16 September 2025
Strategic Report >>> Governance >>> Financial Statements
Feedback plc
Annual report and accounts for the year ended 31 May 2025
20
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. Risk that
the market for the product is
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 (continued.)
Feedback plc
Annual report and accounts for the year ended 31 May 2025
21
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
ongoing merger of NHS England
with DHSC and the reinventing
of NHS Foundation Trusts as an
Integrated Health Organisation
(IHO) allowing them to hold
whole health budgets for a
defined population
The NHS procurement process
can be complex and 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 current 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
ith the ’s yber ssentials Plus
standard.
Strategic Report >>> Governance >>> Financial Statements
Principal Risks & Uncertainties (continued.)
Feedback plc
Annual report and accounts for the year ended 31 May 2025
22
The Group has cyber insurance in
place and has established policies
and working practices which are
monitored by our Leadership Team
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 the UK,
India and other potential export
markets.
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
non-compliance, with associated
reputational impact
he Group’s egulatory, 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 ’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 (continued.)
Feedback plc
Annual report and accounts for the year ended 31 May 2025
23
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 the
Group 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 and Nomination
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
he 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:
Failure by a third-party supplier
to deliver products and services
on time could result in increased
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 (continued.)
Feedback plc
Annual report and accounts for the year ended 31 May 2025
24
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
he 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
he Group’s products are
considered to be better value for
our customers than competitor
products, particularly the NHS, and
our pricing strategy incorporates
Strategic Report >>> Governance >>> Financial Statements
Principal Risks & Uncertainties (continued.)
Feedback plc
Annual report and accounts for the year ended 31 May 2025
25
conflicts in Russia/Ukraine and
the Middle East, and economic
and political
instability associated with Brexit
Potential impacts:
A recession, particularly in the
, could lead to the Group’s
customers reducing their
e penditure 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.
customer budgetary constraints and
processes.
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 2025
26
Environmental, social & governance report
Introduction
We are delighted to present this 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. Feedback conducts its business activities to the highest ethical
standards and expects clients and suppliers to embrace these same principles.
The Board and leadership team continues to recognise the increasing importance of ESG matters for both
the Group and its stakeholders as well as the changes to public sector procurement which mandates it. As
a relati ely small organisation, the Group’s impact on the community and the en ironment is modest,
however the Board strives to always ensure that the business acts in an ethical and in an environmentally
conscious manner.
We have a Corporate Social Responsibility (CSR) Lead within the business who works with the leadership
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 to continue protecting the environment
around us. We belie e that this approach supports the Group’s long-term success.
Environmental
Carbon reduction plan (CRP)
Our team is committed to undertaking our sustainability initiatives which will reduce our environmental
impact. These include the following:
•
Reviewing suppliers and procurement ensuring environmental factors are considered.
•
Realigning strategy at exhibitions – stands, marketing materials etc and focussing on a more
sustainable approach.
•
Reducing waste while ensuring safe and appropriate disposal of items such as computers,
monitors and hardware.
•
Reducing travel and using public transport.
•
Publishing our CRP.
We work closely with an external consultant, Environmental Strategies Limited, to perform carbon audits
on Group activities. In our Baseline Year (12 months ended 31 May 2023), the Group’s acti ities generated
52.1 tonnes of CO2 as shown in the table below. Scope 1,2 and 3 emissions are as defined under the
Greenhouse Gas (GHG) Protocol.
Carbon audits for the subsequent financial years ending 31 May 2024 (FY2024) and 31 May 2025
(FY2025) demonstrate that we consistently deliver on our commitment to reduce carbon emissions
significantly, with a 64% reduction achieved in FY2025 compared to our Baseline Year:
FY2023
(Baseline)
FY2024
(prior year)
FY2025
(current year)
Emissions
Total (Tco2E)
Scope 1
0.00
0.00
0.00
Scope 2
0.44
0.41
0.33
Strategic Report >>> Governance >>> Financial Statements
ESG report (continued)
Feedback plc
Annual report and accounts for the year ended 31 May 2025
27
Scope 3
- Cat 4 – Upstream Transport & Distribution
- Cat 5 – Waste Generated in Operations
- Cat 6 – Business Travel
- Cat 7 – Employee Commute
51.65
31.11
18.00
Total emissions
52.09
31.52
18.33
Our working practices:
In February 2025, we vacated our office in Peterborough. We now operate primarily as a virtual company
with staff working from home or from shared offices (WeWork) for collaborative working accessible by
public transport. While the majority of business activity is conducted online, we conduct quarterly all-staff
meetings in person to foster team building and we undertake client site visits as needed.
Our products
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
asynchronously within the app thereby reducing the carbon footprint traditionally seen within a medical
setting. Multidisciplinary teams can discuss a patient within the app therefore 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, helping
to lower Scope 3 carbon emissions.
Completed carbon reduction initiatives
The following environmental management measures and projects have been completed since the
Baseline Year.
0.000
10.000
20.000
30.000
40.000
50.000
60.000
tCO2e Reduction Plan
Target
Actual
Strategic Report >>> Governance >>> Financial Statements
ESG report (continued)
Feedback plc
Annual report and accounts for the year ended 31 May 2025
28
•
We are encouraging our customers to move to cloud based installations, which will enable them
to decommission their servers, leading to a positive environmental impact.
•
We have closed the office in Peterborough thereby reducing our carbon footprint. Those
employees who used to commute via car are now home-based workers and we have accounted
for these emissions in this years’ footprint. We ha e also included estimated emissions from the
use of WeWork spaces, which staff utilise on an ad hoc basis.
•
We have made a concerted effort to have a smaller print run for events which has limited
wastage during the year.
•
We have exhibited at fewer events this year, reducing the emissions associated with transporting
our exhibition stand.
Planned carbon reduction initiatives
Over the next five years we plan to implement further initiatives to further reduce emissions as follows:
•
Continue to encourage customers to implement Bleepa on a cloud-hosted basis rather than on-
premises.
•
Encourage less travel via cars to the workplace.
•
Focus on our requirement for suppliers to be low carbon suppliers.
Evergreen sustainable supplier assessment
The Evergreen Sustainable Supplier Assessment is an online tool which enables suppliers to engage with
the NHS on their sustainability journey and understand how to align with the NHS net zero and
sustainability ambitions, including those set out in the NHS net zero supplier roadmap. Whilst suppliers are
not currently mandated to have an Evergreen Assessment, it has been suggested that for some
Frameworks this information is required. The Group submitted its first Evergreen Assessment in March
2025, and received a Level One score, recognising our journey and commitment to Net Zero by 2050.
Social
Employees
s 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 for the period ending 31 May 2025 was 28 (2024:
26). 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 plans, ensuring a positive working environment for our staff and a strong culture of
community, transparency, accountability, reward and recognition. This includes issuing an updated
employee handbook and health and safety manual in July 2025, ensuring that our policies and procedures
remain fully compliant.
Employee reward and recognition
he Board is committed to the re ard 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.
-
nhanced maternity, adoption and paternity pay follo ing one years’ ser ice.
-
Access to salary sacrifice schemes e.g. cycle to work scheme, buy/sell annual leave and electric
vehicles.
-
Funding for professional training and development.
-
Corporate match for charitable donations made by employees.
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ESG report (continued)
Feedback plc
Annual report and accounts for the year ended 31 May 2025
29
-
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. o erage is also a ailable 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 participate in the Group’s success.
Non-financial benefits include the ability to work on a hybrid basis and on a flexible basis if required,
allowing employees to cater for, as an example, family obligations. Employees are also able to work from
abroad for up to two weeks at a time. These are core components of building a culture of accountability
and empowerment throughout the organisation 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 Teams, 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. We also incorporate training and education through third party
subject matter experts on topics such as emergency preparedness and equality diversion and in
inclusion (EDI)
•
Social events which allow our teams to get together in a less formal setting. It allows individuals to
interact and build relationships in person.
•
Face-to-face team meetings as required for business purposes.
We are formalising our approach to employee engagement through the appointment of Investors in People
to conduct our first employee engagement survey and interviews in August 2025. The feedback from this
process will form the basis for furthering our approach to employee engagement.
Charitable initiatives
We have continued to progress our charitable initiatives over the course of the year. As a Company, we
have offered a corporate match to the Cancer Research UK Shine Night Walk and donated to both the
Soup Kitchen London Street Outreach, and the Euston Foodbank.
We have continued to hold our quarterly meetings in venues supporting charitable and 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.
This year our employees were keen to make an active contribution to local communities, so we organised
acti ities that focussed on a “human” element for our S Day. Due to numbers we had to select two
different projects to get involved with, and employees were given a choice of which project they wanted to
participate in.
Strategic Report >>> Governance >>> Financial Statements
ESG report (continued)
Feedback plc
Annual report and accounts for the year ended 31 May 2025
30
Soup Kitchen London Street Outreach took our team out onto the streets of London. On one of the hottest
days of the year, guided by the Soup Kitchen Team, our employees walked 4 miles through the centre of
London offering food and care packages to rough sleepers, directly connecting with some of the city's most
vulnerable people.
Feedback Medical teams at the Soup Kitchen London Street and Euston Foodbank
We also assisted at the Euston Foodbank, which is working to alleviate food poverty in the Euston area.
The volunteering sessions helped our staff to understand the needs and issues faced by many
disadvantaged in our community and make a positive impact on food poverty. Our team packed around
100 care packages for people in the local community.
Governance
Corporate governance is described in detail in the Corporate Governance Statement on pages 38 to 47.
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
•
Anti-bribery
•
Social media
These policies are reviewed regularly, 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.
Strategic Report >>> Governance >>> Financial Statements
ESG report (continued)
Feedback plc
Annual report and accounts for the year ended 31 May 2025
31
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.
Modern Slavery Assessment Tool (MSAT)
The MSAT is a modern slavery risk identification and management tool, which has been designed to help
public sector organisations work in partnership with suppliers to improve protections and reduce the risk of
exploitation of workers in their supply chains.
From April 2023 the NHS has required the risk of Modern Slavery to be identified for each procurement
and mitigation documented. Suppliers are required to complete the MSAT on a 12-month basis prior to the
tender close date and you must score at least 41%. We undertook the MSAT for the first time in March
2025 and achieved a score of 66%; recognising our commitment to improve protections and reduce the
risk of exploitation of workers in their supply chains.
Strategic Report >>> Governance >>> Financial Statements
Feedback plc
Annual report and accounts for the year ended 31 May 2025
32
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 orporate Go ernance Statement and in the Directors’ eport.
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
ompany’s stakeholders, including the potential impact of the ompany’s future acti ities on the
community, the en ironment and the ompany’s reputation hen 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 (continued)
Feedback plc
Annual report and accounts for the year ended 31 May 2025
33
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
he ompany’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 path ay.
• Using patient-centric technology to
integrate user-generated content into an
indi idual 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.
Strategic Report >>> Governance >>> Financial Statements
Stakeholder engagement (continued)
Feedback plc
Annual report and accounts for the year ended 31 May 2025
34
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 5 – 35 and the ompany’s orporate Go ernance Statement on pages 38 – 47. 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 ompany’s
employees and other stakeholders, including the impact of its activities on the community, the environment
and the ompany’s reputation, hen making decisions. cting 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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Feedback plc
Annual report and accounts for the year ended 31 May 2025
35
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
he O’s statement on pages 15 – 19 gives information on the future outlook of the Group.
The strategic report was approved by the Board on 16 September 2025 and signed on its behalf by:
Rory Shaw
Non-executive Chairman
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Feedback plc
Annual report and accounts for the year ended 31 May 2025
36
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 ompany’s operating subsidiary. During his time ith the ompany, he has contributed to the
de elopment of the ompany’s strategy and the ision 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 16 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 uthority. Professor Sha ’s clinical specialty is respiratory and general medicine. He has
published extensively in academic journals and was also a professor of respiratory medicine at Imperial
College School of Medicine.
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 four successful funding rounds raising approximately £25m to stimulate
the development and launch of Bleepa and CareLocker, taking these products from concept to contracts
in multiple NHS sites. Under his leadership the Company achieved its pivot within three years, increased
revenues and has 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 2025
37
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 two oversubscribed equity fundraises
totalling approximately £17m.
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 and trustee at the Ben Uri
Museum and Gallery, in addition to his role at Feedback plc. 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, dam presented “demo days”, here he ould demonstrate internal and e ternal
technology to Bill Gates and would attend all of his product reviews.
Adam is a member of the Audit and Risk Committee and the Remuneration and 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 and Nomination Committee and is a member of the Audit and Risk
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 and Nomination
Committee.
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Feedback plc
Annual report and accounts for the year ended 31 May 2025
38
Corporate governance statement
Chairman’s introduction
As Chairman of the Board of Directors of Feedback plc (Feedback) (Company) (Group), it is my responsibility
to ensure that the Company has both sound corporate governance and an effective board of directors (Board).
s hairman, my responsibilities include leading the Board effecti ely, o erseeing the Group’s corporate
governance model, and ensuring that good information flows freely between Executive Directors and Non-
Executive Directors in a timely manner.
he Board is responsible for setting and appro ing 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 the business. The Board has adopted the Quoted Companies Alliance Corporate Governance Code as
the basis of the Group’s go ernance frame ork and has been transitioning to comply ith the 2023 Q ode
(QCA Code). s part of the Board’s ongoing re ie of its corporate go ernance arrangements, a Nomination
Committee and a Remuneration Committee were dissolved as separate Committees, and a Remuneration and
Nomination ommittee as established to ards the end of the ompany’s financial year. he Board also
conducted a review of the Committee Terms of Reference to ensure they were aligned with the new QCA Code
pro isions. n o er ie of the ompany’s compliance ith the Q ode principles as of the date of this
statement is pro ided belo and pro ides 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. The Board has aligned the
Group’s go ernance arrangements such that they support Feedback’s business purpose, and ensure the
continued effective operation of the Board, its committees and their oversight.
Rory Shaw
Chairman
Principle 1: Establish a purpose, 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 de elopment and commercialisation of the Group’s proprietary clinical technologies. he
ompany’s purpose is to deli er long-term value for 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; areLocker, the ompany’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.
Feedback’s strategy is e plained in more detail ithin the Strategic eport on pages 5 – 35 of this Annual
eport. he ompany’s approach to risk management, challenges to deli ering the ompany’s strategies as
well as steps the Board takes to protect the Company and mitigate these risks are outlined on pages 20 – 25 of
the Strategic eport. he Directors’ obligation under section 172(1) of the ompanies ct 2006 (s172(1)
statement) to consider the long-term consequences of their decisions is addressed on page 32.
Strategic Report >>> Governance >>> Financial Statements
Corporate Governance statement (continued)
Feedback plc
Annual report and accounts for the year ended 31 May 2025
39
Principle 2: Promote a 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 ith 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 ompany’s alues are being recognised and reflected and assist in any staff training needs. he
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 of inclusion,
offering all staff the opportunity to have one-to-one meetings with Non-Executive Directors at periodic all-staff
meetings.
Large parts of the ompany’s acti ities are centred upon an open and respectful dialogue ith 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 Board commissioned and approved the Employee Engagement Plan in March 2025, which
includes measures to assess and monitor corporate culture. The Directors consider that at present the Company
has an 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 beha iour and the Group’s alues, and ho these align ith and are supporti e of the deli ery of the
Group’s objecti es, purpose, strategy, and business model.
Principle 3: 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, 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 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. he ompany’s annual general meetings (AGMs) also provide opportunities for
dialogue bet een the Board and the ompany’s shareholders and enable the Directors to ensure they ha e 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 the Executive Directors.
The Company is committed to meeting investor needs and expectations with regard to environmental, as well
as social, matters. The Group remains committed to achieving Net Zero carbon emissions by 2045. Since 2023,
the Company has implemented several carbon reduction initiatives, including reducing bespoke exhibition stand
Strategic Report >>> Governance >>> Financial Statements
Corporate Governance statement (continued)
Feedback plc
Annual report and accounts for the year ended 31 May 2025
40
builds, reducing print run numbers on marketing collateral, and assigning a dedicated sustainability champion.
Looking ahead, the Company plans to further reduce emissions through cloud-based customer installations,
focusing on local or low-carbon suppliers, and internal education to reduce impact in and outside of the
workplace. For further details, please refer to the carbon reduction plan found on the ompany’s website here:
feedbackmedical.com/resources/resource-hub/.
Principle 4: Take into account wider stakeholder interests, including social and
environmental 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
ith its key resources and relationships. ngaging ith the ompany’s stakeholders is core to the ompany’s
strategy and is considered to be a driver of long-term shareholder alue. he 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 ompany’s strategic decisions. The Board regularly reviews
the ompany’s principal stakeholders and ho it engages ith them.
Feedback is committed to being a responsible employer in all aspects of its business. This is evidenced and
underpinned by the ompany’s vision and values and in particular: satisfied customers, operational excellence,
improving product design and innovation and an engaged workforce. The Company is focused on employee
wellbeing and endeavours to respond swiftly to its 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 ha e been enhanced as a result of e aluating 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.
Principle 5: Embed effective risk management, internal controls and assurance
activities, 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 ompany’s strategic aims. he Group has a balanced
risk appetite, accepting well-assessed risks where the potential benefits justify the exposure and align with the
corporate purpose and strategy. The Company maintains a risk register to identify strategic risks to the business
and plans in place to mitigate those risks. The Board are confident that the risk management processes, and
internal controls are e ecuted effecti ely to deli er on the Group’s stated corporate purpose and strategy.
he Board has o erall responsibility for the establishment and o ersight of the Group’s risk management
frame ork. he 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 controls. Risk management policies and systems are
re ie ed regularly to reflect changes in market conditions and the Group’s acti ities. lthough no system of
Strategic Report >>> Governance >>> Financial Statements
Corporate Governance statement (continued)
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Annual report and accounts for the year ended 31 May 2025
41
internal financial control can pro ide 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
senior leadership team and is reviewed by the Board at scheduled board meetings. The senior leadership team
hold regular meetings where they review the risk register and ensure that it is updated and accurately reflects
the risks to the Company. The senior leadership team consists of the Company’s key managers and ecuti e
Directors. The risks identified are evaluated by cause, impact, likelihood, and seriousness, with mitigating
actions, timelines, and responsibilities identified for each risk.
he udit and isk ommittee has delegated responsibility to the ompany’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 re ie by the Board and the ompany’s e ternal auditors. he
Committee maintains effective working relationships with the Board, management, and the external auditors
and monitors 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 e ercised by the ompany’s ecuti e Directors.
However, the Board will continue to monitor the need for an internal audit function.
Climate-related risks and opportunities are identified, assessed and managed ithin the Group’s risk
management process. The Directors do not consider climate-related risks and opportunities to be a significant
risk for the Company at this stage but are periodically reviewing their status.
Further details on the Group’s approach to risk management and the principal risks and uncertainties to the
Group can be found on pages 20 – 25 of the Strategic Report.
Principle 6: Establish and maintain the Board as a well-functioning, balanced team led
by the chair
During the period under review, the Board consisted of the Non-Executive Chairman, Professor Rory Shaw, the
Chief Executive Officer (CEO), Dr Tom Oakley, the Chief Financial Officer (CFO), Anesh Patel, and the 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 36 – 37. Given the nature and size of the
ompany, the e perience of the Directors and the ompany’s strategy, the Directors belie e that the
composition of the Board is appropriate and adequately informed to oversee the execution of the Company's
strategy for the benefit of the shareholders over the medium to long-term. The Board periodically reviews its
composition.
Meetings are open and constructive, with every Director participating fully. The Board typically 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 both in person and by 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.
Strategic Report >>> Governance >>> Financial Statements
Corporate Governance statement (continued)
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Annual report and accounts for the year ended 31 May 2025
42
The Non-Executive Directors maintain ongoing communications with the Executives 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 as 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 as 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. he Board is responsible for setting and appro ing 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 meetings and 6 ad-hoc meetings in the financial year to 31 May 2025 (FY25), all
of which had a full attendance record. The Board notes that a Board Observer was appointed from Amati Global
Investors Limited (Amati), a ompany’s shareholder, from 07 January to 30 pril 2025, pursuant to an
agreement entered by the Company and Amati dated November 2024.
Director
Board
Audit and Risk
Committee
Remuneration
Committee
Nomination
Committee
Rory Shaw
12/12
n/a
3/3
2/2
Tom Oakley
12/12
n/a
n/a
n/a
Anesh Patel
12/12
n/a
n/a
n/a
Adam Denning
12/12
3/3
3/3
2/2
Annemijn Eschauzier
12/12
3/3
3/3
2/2
Philipp Prince
12/12
3/3
3/3
2/2
The Board retains full responsibility for the direction and control of the Group. The Board receives papers
covering operational, financial, and key stakeholder up-to-date information ahead of meetings. Board minutes
are recorded and approved at the next meeting. All Board members are well-versed in their roles and
responsibilities. ll Directors ha e direct access to the ad ice and ser ices of the ompany’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, all directors resign annually and
offer themselves for re-election at the ompany’s GMs.
System of appointments
The appointment of board 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. Terms and conditions of appointment of the Non-Executive
Directors are available for inspection.
Directors’ conf ict 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 7: Maintain appropriate governance structures and ensure that individually
and collectively the directors have the necessary up-to-date experience, skills and
capabilities
The Board is committed to, and ultimately responsible for, high standards of corporate governance, and has
chosen to adopt the Q ode. he Board re ie s the ompany’s corporate go ernance arrangements
regularly and expects these to evolve over time, in line ith the ompany’s gro th. he Board delegates
Strategic Report >>> Governance >>> Financial Statements
Corporate Governance statement (continued)
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Annual report and accounts for the year ended 31 May 2025
43
responsibilities to its committees and individual members as it sees fit. The appropriateness of the Board's
structures and processes is 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 e ecution 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 controls are robust. The
Executive Directors seek regular counsel from the Non-Executive Directors outside of Board meetings.
he ompany’s Board of Directors bring a ast amount of e perience 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 deli er the ompany’s strategy for the benefit of shareholders o er the medium and long-term. 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.
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, re ie ing, and appro ing the ompany’s purpose and strategy;
•
Formulating, re ie ing, and appro ing the ompany’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 ompany’s alues and standards.
The Board delegates authority to two 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
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
the other members. Philipp Prince is a chartered accountant who has an extensive background in finance and
experience in senior commercial and CFO roles. One of the key Committee responsibilities 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 48 – 49 and a schedule of members’ attendance for ommittee meetings held during the period
under review is noted in the table above.
Remuneration and Nomination Committee
A Remuneration and Nomination Committee is in place following the merging of the two individual committees
towards the end of FY25. his decision as taken in light of the ompany’s size and stage of de elopment. he
Remuneration and Nomination Committee is chaired by Annemijn Eschauzier, with Rory Shaw, Adam Denning
and Philipp Prince being the other members. he ommittee’s main purpose is to regularly re ie the
remuneration packages of Executive Directors and senior employees and make recommendations to the Board
on matters relating to their remuneration and terms of employment. The Remuneration and Nomination
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. The Committee also 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. Suggested changes to the Board are carefully evaluated by all Board members, and all appointments are
Strategic Report >>> Governance >>> Financial Statements
Corporate Governance statement (continued)
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Annual report and accounts for the year ended 31 May 2025
44
made against objective criteria, on merit, ensuring that the Board has the appropriate skill set and experience,
as a whole.
A summary of the work undertaken by the Committee is detailed in the Remuneration Committee Report on
pages 54 – 56 and a schedule of members’ attendance for ommittee meetings held during the period under
review is noted in the table above.
Terms of Reference for all Committees are available on the Governance web-page of the ompany’s ebsite:
feedbackmedical.com/investors/aim-rule-26/governance/.
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
effecti ely. Biographical details of the Directors can be found on the ompany’s ebsite.
One Advisory is retained as Company Secretary and ensures 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. One Advisory also supports the Board in complying with the
corporate governance responsibilities and obligations under the UK Market Abuse Regulation.
The Board has sought professional legal, HR, accounting, tax and NOMAD advice as and when appropriate to
do so, given the level of skills, knowledge, and experience of each Board member. During FY25, the Board
deemed it appropriate to engage external legal, accounting and tax advice in relation to the surrender and grant
of options and e ternal legal and NOM D ad ice during the ompany’s share consolidation hich as
approved by shareholders at the Annual General Meeting on 28 November 2024.
Principle 8: 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 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 maximise 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 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 table below.
Category
Evaluation outcomes
Actions
Board
Composition of
the Board
•
The size and skills make-up of the
Board is appropriate
•
Monitor Board composition with
respect to diversity
•
Keep composition of the Board
under review, considering if the
Company would benefit from
different perspectives
Board
Responsibilities
and Culture
•
The Board has a constructive
relationship with management, and
effectively monitors culture
throughout the organisation
•
Consider further how the Board can
support the Company culture
Strategic Report >>> Governance >>> Financial Statements
Corporate Governance statement (continued)
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Annual report and accounts for the year ended 31 May 2025
45
Category
Evaluation outcomes
Actions
Meetings
•
Board meetings are efficient and
well-chaired
•
Meetings provide opportunity for
effective discussion
•
Ensure that ideas are challenged to
encourage high-quality, active
debate
Board
Information,
Papers, Coverage,
and Format
•
Board papers, minutes and agenda
are well prepared
•
Information flow between the Board
and wider management has been
strengthened
•
Seek additional development and
training opportunities for Board
members
•
The Board should identify further
development priorities for its
members that align with the business
Effectiveness
•
he Board’s strategic, risk
management and internal control
processes are effective
•
The Board engages well with its
stakeholder base
•
Increase communication with
stakeholders to further reflect views
in the Board's consideration
Performance
Measurement
•
The Board has sufficient information
to enable proper oversight
•
The Board understands its relative
competitive performance
•
Consider the effectiveness of current
mechanisms for soliciting feedback
from shareholders
Audit and Risk
Committee
Composition
•
The size of the Committee is
appropriate
•
The Committee Chair is effective
•
Identify knowledge gaps, if any, and
consider methods to fill these gaps
Committee
Responsibilities
•
Overall, the Committee fulfils its
responsibilities effectively
•
The Committee should be better able
to engage with non-Board
colleagues
•
Management members with
responsibility for key risks to the
business should present at
Committee meetings at regular
intervals
Meetings
•
Committee meetings are overall
highly effective
•
Quality of papers could be improved
•
Consider methods of enhancing the
quality of Board papers
Approach
•
Review induction process of
Committee members
•
Review the current induction
programme for new members and
identify and address areas for
improvement, if any
Remuneration
Committee
Composition
•
The size of the Committee is
appropriate
•
The Committee Chair is effective
•
Identify desirable skill sets, if any,
and consider methods of
implementation onto the Committee
Committee
Responsibilities
•
The Committee is aware of its
responsibilities and focuses on the
right areas
•
Continue reviewing the terms of
reference of the Committee regularly
Meetings
•
Committee meetings are well run
•
Quality of papers could be improved
•
Increase the standardisation of
papers
Strategic Report >>> Governance >>> Financial Statements
Corporate Governance statement (continued)
Feedback plc
Annual report and accounts for the year ended 31 May 2025
46
Category
Evaluation outcomes
Actions
Approach
•
There is scope for the Committee to
improve the quality of information
received
•
Increase engagement with investors
•
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 engage the remuneration
advisor, when required
Progress on identified areas of de elopment and resulting actions arising from this year’s Board ffecti eness
e ie ill be monitored on an ongoing basis and addressed in ne t year’s nnual eport for the financial year
ending 31 May 2026. The Board will consider undertaking an externally facilitated board review in the future.
The Board considers succession planning and composition to be crucial elements of ensuring the continued
success and long-term prosperity of the Company. The Board has delegated responsibility to the Remuneration
and Nomination Committee for such succession planning recommendations. The Committee regularly
discusses and re ie s the ompany’s succession plans. For further information on the system of appointments,
please refer to Principle 6.
Principle 9: Establish a remuneration policy which is supportive of long-term value
creation and the company's purpose, strategy and culture
he key objecti es of the ompany’s remuneration policy are to:
•
Develop remuneration packages which motivate the Executive Directors (and other senior executives as
appropriate) and support the delivery of business objectives in the short, medium and long term;
•
Align the interests of the executives with the long-term interests of shareholders;
•
Encourage senior executives to operate within the risk parameters set by the Board; and
•
Ensure the Company can recruit and retain high-quality executives through packages which are fair and
attractive, but not excessive.
he emuneration and Nomination ommittee has been acti ely re ie ing the ompany’s remuneration policy
to ensure it remains appropriate for a publicly listed company, reflects Feedback’s current size, scale, and
complexity, and effectively incentivises and supports long-term value creation for shareholders.
The Committee anticipates reviewing the existing policy during FY26, with the intention of reporting on any
updates to the policy in the Annual Report and Accounts for the financial year ending 31 May 2026.
The Committee also intends to submit the Remuneration Committee Report to shareholders for an advisory
vote at the 2025 Annual General Meeting and at all subsequent AGMs.
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 CEO has historically participated in interviews on investor information channels and RNS
announcements are regularly produced 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.
Strategic Report >>> Governance >>> Financial Statements
Corporate Governance statement (continued)
Feedback plc
Annual report and accounts for the year ended 31 May 2025
47
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 ompany’s ad isers 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
ompany’s ebsite at feedbackmedical.com/resources/resource-hub/.
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 2024 AGM resolutions passed comfortably. The Board maintains that, were a resolution to be passed 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
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Annual report and accounts for the year ended 31 May 2025
48
Audit and Risk committee report
Dear shareholder, I present my Audit and Risk Committee report for the year ended 31 May 2025, which has
been prepared by the committee and approved by the Board.
During the year under review, the Audit and Risk Committee comprised Adam Denning, Annemijn Eschauzier
and me. The Audit and Risk Committee aims to meet at least three times per annum and met three times.
Meetings are also attended by others, by invitation, including the external auditor (Price Bailey LLP) and the
Chief Financial Officer (Anesh Patel).
I was appointed as Chair of the Audit and Risk Committee on 8 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 chair.
The Audit and Risk Committee terms of reference were reviewed with minor amendments approved by the Audit
and Risk Committee, notably to reflect changes in QCA guidance. The Audit and Risk Committee also assessed
its effectiveness including members confidentially responding to questions that were summarised with
recommendations by the Company Secretary. The primary points arising related to engagement with a broader
range of the ompany’s employees and additional focus on risk management.
Responsibilities
The Audit and Risk Committee discharged its responsibilities as follows:
Financial reporting
As stated in the Audit and Risk Committee terms of reference, the Audit and Risk Committee monitors the
integrity of the financial statements of the Company, including its annual and interim management statements
and any other formal announcements relating to its financial performance, reviewing significant financial
reporting issues and judgements that they contain. The Audit and Risk Committee also reviews material
information presented within the Annual Report, such as the strategic report and the corporate governance
statements, insofar as it relates to audit and risk management and risk disclosure. The Audit and Risk
Committee also monitors compliance with financial reporting standards, the AIM Rules and related guidance
and other financial and governance reporting requirements.
Risk management systems and internal controls
The Audit and Risk Committee reviews the adequacy and effectiveness of the Company's risk management
systems, at least annually, and considers whether third-party assurance may be appropriate in relation to any
specific risk. During the year the Audit and Risk Committee met with senior management to review the risk
framework and processes, including how the risk register is kept up to date and complete. The Audit and Risk
Committee was satisfied that the work undertaken was appropriate and identified no material weaknesses. The
Audit and Risk Committee also considered and approved the statements included in this annual report
concerning internal controls and risk management, risk appetite and climate risk.
The Audit and Risk Committee also has a responsibility to review the adequacy and security of the ompany’s
arrangements for its workforce to raise concerns, in confidence, about possible wrongdoing in financial reporting
and other matters. The Audit and Risk Committee satisfied itself that appropriate arrangements are in place. No
such matters were reported during the year. In the event that matters are reported in future, the Audit and Risk
Committee will consider whether they have been investigated independently and proportionately with follow-up
actions where appropriate.
External audit
The Audit and Risk Committee agrees 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 meets with the external auditor at
least once each year without management present to discuss its remit and any issues arising from the audit.
During the year, I met with the new senior statutory auditor following the change by rotation after the five year
term of his predecessor. The Audit and Risk Committee approved the e ternal auditor’s terms of engagement,
scope of work and materiality for the interim review and the annual audit as well as their audit fees.
Strategic Report >>> Governance >>> Financial Statements
Audit and Risk Committee Report (continued)
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Annual report and accounts for the year ended 31 May 2025
49
The Audit and Risk Committee discussed internal controls, including fraud prevention, accounting policies and
areas of critical accounting estimates and judgements with members of the audit team. The external auditor
presented their written report to the Audit and Risk Committee on the results of the audit work. While they had
no material findings, key areas of judgement were discussed. The Audit and Risk Committee was satisfied that
the e ternal auditor’s ork appropriately co ered all matters previously identified as significant or material in the
conte t of the ompany’s financial statements.
Significant issues considered by the Audit and Risk Committee 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 provide the information necessary for shareholders to assess the
ompany’s and the Group’s financial position, performance, business model and strategy. 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.
Revenue recognition: The Audit and Risk Committee discussed the e olution of the group’s product mi 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 as 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 ith 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 considered whether the forecast cash flows from the anticipated level of future revenues, under
multiple scenarios ere sufficient to support the carrying alues of intangible assets under the ompany’s
accounting policies. The Audit and Risk Committee discussed the estimates and judgements made by
management in preparing the forecast cash flows (see note 3(o) to the financial statements) with management
and the external auditors. The Audit and Risk Committee agreed that, notwithstanding the Group’s sales
prospects, the current uncertainty as to their eventual realisation and value warranted an impairment charge
(see note 14 to the financial statements).
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 71, was reasonable.
Externa auditor’s effectiveness and independence
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 six financial years ended 31 May 2025.
The external auditor does not provide any material non-audit services to the Company or its subsidiaries.
The Audit and Risk Committee considered the external auditor’s work, their submitted written reports and overall
effectiveness. The Audit and Risk Committee concluded that Price Bailey LLP continues to deliver a high quality
and independent external audit. he Group’s policy is to retender its e ternal 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 re ie of the e ternal auditor’s effecti eness and
independence may lead to a recommendation to retender more frequently. Being satisfied with the external
auditor’s ork for the year under re ie and of the e ternal auditor’s independence, the Audit and Risk
Committee recommended that the Board reappoint Price Bailey LLP.
Philipp Prince
Chair of the Audit and Risk Committee
16 September 2025
Strategic Report >>> Governance >>> Financial Statements
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Annual report and accounts for the year ended 31 May 2025
50
Directors’ report
The Directors present their report and the financial statements for the year ended 31 May 2025.
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 hairman’s Statement and CEO Statement of the Strategic Report.
Directors
The Directors and brief biographies are detailed on pages 36 – 37.
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 ompany’s forthcoming GM.
Directors’ emo uments
Directors’ emoluments during the year under re ie are detailed in the emuneration ommittee report on
pages 54 – 56.
Directors’ shareho din s
Details of Directors’ beneficial interests in the Ordinary Shares of the ompany on 31 May 2025, and details of
Directors’ share options, are set out in the emuneration ommittee report on pages 54 – 56.
Significant shareholders
As at 07 May 2025, the Company had been advised or is aware of the following interests of 3% or more in the
ompany’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 2025
51
No. of Shares*
%
Unicorn Asset Management Limited
6,928,571
15.81%
Maven Renovar VCT PLC
5,228,391
11.93%
Cannacord Genuity Group Inc
3,750,000
8.56%
Premier Miton Group PLC
3,054,143
6.97%
Octopus Investments Nominees Limited
1,953,570
4.46%
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 acti ities. he
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 26 – 31.
Creditor payment policies
he Group’s policy for all suppliers is to fi terms of payment hen 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 2025 averaged 10 days (2024: 17 days).
Business relationships
he Group’s key business relationship is ith Graylight maging, the healthcare di ision 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 2025, the Group’s energy consumption as considerably belo 40,000
Hours, and therefore no consumption data is presented. Carbon emissions data is presented in the ESG
Report on pages 26 – 31.
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
n analysis of the ompany’s performance is contained ithin the Strategic eport. he ompany’s
Statement of Comprehensive Income is set out on page 63 and shows the financial results for the year.
nformation regarding the Group’s principal risks, results, future de elopments, D acti ities, di idends
and key performance indicators are provided in the Strategic Report. No dividend was declared in the year
(2024: £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
Strategic Report >>> Governance >>> Financial Statements
Director’s report (continued)
Feedback plc
Annual report and accounts for the year ended 31 May 2025
52
•
As far as they are aware, there is no relevant audit information (as defined by Section 418 of the
ompanies ct 2006) of hich the Group’s e ternal auditor is una are; 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 e ternal auditor is a are of that information.
Auditor
Price Bailey LLP have expressed their willingness to continue in office and a resolution to re-appoint them
ill be proposed at the Group’s forthcoming nnual General Meeting.
Going concern
The Group incurred a net loss of £7,306,567 for the year ended 31 May 2025 however it had net assets
of £6,164,587 inclusive of £5,949,757 of cash and cash equivalents at 31 May 2025.
The directors have considered the applicability of the going concern basis in the preparation of the financial
statements. This included a review of financial results, internal budgets and cash flow forecasts to 30
September 2026, including downside scenarios. After making enquiries, the Directors have a reasonable
expectation that the Group has adequate resources to continue in operational existence for the foreseeable
future, and that the Group and Company will have sufficient funds to continue to meet their liabilities,
including pro iding financial support to the ompany’s subsidiaries, as they fall due for at least t el e
months from the date of approval of the financial statements. Accordingly, the Directors believe that the
Group and Company are a going concern and have therefore prepared the financial statements on a going
concern basis.
tatement of Directors’ responsi i ities
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
•
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’ eport to comply ith that la 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.
Strategic Report >>> Governance >>> Financial Statements
Director’s report (continued)
Feedback plc
Annual report and accounts for the year ended 31 May 2025
53
The directors are also responsible for the maintenance and integrity of the corporate and financial
information included on the company’s ebsite. Legislation in the nited ingdom go erning the
preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
he Directors’ eport as appro ed by the Board on 16 September 2025 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 2025
54
Remuneration Committee report
Dear Shareholder, I present my Remuneration Committee Report for the year ended 31 May 2025, which
has been prepared by the Remuneration Committee and approved by the Board. Subsequent to year-end,
the Remuneration Committee merged with the Nominations Committee to form the Remuneration and
Nominations Committee, of which I am Chair.
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 three 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 hich e seek to continually impro e. he ompany’s focus is on re enue gro th
and cash preservation, which is reflected in the remuneration strategy.
Responsibilities
he emuneration ommittee’s principal duties and responsibilities are set out in its erms of eference
which are reviewed and reconfirmed annually. These include:
•
determining the Group’s policy on the remuneration of ecuti e 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.
Compan ’s po ic 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
ecuti e Officer’s current salary is £178,500 (2024: £165,500) and the hief Financial Officer’s current
salary is £158,105 (2024: £153,500). These salaries 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 2025
55
Annual bonus
Annual bonuses are available to Executive Directors and senior management on the attainment of
specific performance targets.
FY2025
The bonuses for the Executive Directors for the year ending 31 May 2025 were partly awarded and paid
both during the year and post-period. For the CEO, the FY25 bonus amounted to approximately 24%
(2024: 10%) of average base salary (of a maximum potential award of 130%). For the CFO, the FY25
bonus also amounted to approximately 24% (2024: 20%) of average base salary (of a maximum potential
award of 115%).
FY2026
For the following year ending 31 May 2026, an annual bonus of up to 100% of salary will be available to
both the Chief Executive Officer and the Chief Financial Officer for the delivery of revenue growth
commensurate with a material increase in the Company's share price. The majority of the bonus will be
awarded for committed sales with the balance for stretching management performance targets linked
to the retention of existing contracts, successful implementation of new contracts, gross margin
protection, progress with strategic partnerships and effective leadership.
Both components are subject to threshold committed sales below which no bonus will be payable. The full
bonus will only be payable for the attainment of a challenging committed sales target of £10m. No
payments will be made until committed sales exceeding the total bonus award have been invoiced and
collected by the Company. A proportion of the annual bonus may be settled in equity.
In the case of the Chief Executive Officer, 80% of the bonus is dependent on committed sales with 20%
for management performance. For the Chief Financial Officer, 70% of the bonus is dependent on
committed sales with 30% for management performance including effective cost control.
he emuneration and Nomination ommittee has been acti ely re ie ing the ompany’s remuneration
policy to ensure it remains appropriate for a publicly listed company, reflects Feedback’s current size,
scale, and complexity, and effectively incentivises and supports long-term value creation for
shareholders. The Committee anticipates reviewing the existing policy during FY26, with the intention of
reporting on the updated policy in the Annual Report and Accounts for the financial year ending 31 May
2026.
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
he ompany’s policy is that, in addition to their salaries and bonuses, ecuti e 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) he Directors’ total remuneration during the year ending 31 May 2025 and the prior year ending 31 May
2024 is set out below:
Year ending 31 May 2025
Salary(1)
Bonus(2)
Pension
Benefits
in kind
Total
£
£
£
£
£
Executive Directors
T Oakley
171,069
55,819
1,321
180
228,389
Strategic Report >>> Governance >>> Financial Statements
Remuneration Committee report (continued)
Feedback plc
Annual report and accounts for the year ended 31 May 2025
56
A Patel
155,892
51,359
8,932
-
216,184
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
441,962
107,178
10,253
180
559,573
Year ending 31 May 2024
Salary(1)
Bonus(2)
Pension
Benefits in
Kind
Total
£
£
£
£
£
Executive Directors
T Oakley
159,460
56,000
1,321
-
210,666
A Patel
149,958
39,200
8,358
-
177,348
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
403,799
90,000
9,216
-
503,014
Note 1. Salary stated post adjustment for the company’s Buy/Sell annual leave salary sacrifice scheme (maximum 5 days).
Note 2. Bonuses for CEO and CFO include payments for the prior year (FY2024) which were awarded and paid in FY2025
(year ended 31 May 2025) in addition to bonuses awarded and paid related to FY2025.
(b) Details of the interests in share options held by the Directors of the Company as at 31 May 2025 are
set out below:
No. of options
Date of grant
Exercise price
Exercisable period
Pence
T Oakley
1,201,918
14 January 25
20.8
14 January 25 – 14 January 30
T Oakley
550,668
14 January 25
1.0
14 January 25 – 14 January 30
A Patel
42,930
14 January 25
20.8
14 January 25 – 14 January 30
A Patel
833,361
25 February 25
20.0
25 February 25 – 25 February 30
R Shaw
14,000
26 June 18
372.0
01 March 19 – 26 June 28
R Shaw
25,000
23 April 20
240.0
01 June 20 – 24 April 30
R Shaw
48,000
23 February 22
140.0
23 February 23 – 23 February 32
R Shaw
100,000
14 January 25
20.0
14 January 25 – 14 January 30
Total
2,815,877
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 2025 are set
out below:
No. of shares
%
R Shaw
152,834
0.35
A Denning
24,794
0.06
A Eschauzier
37,518
0.09
P Prince
40,000
0.09
T Oakley
50,000
0.11
A Patel
30,000
0.07
Total
335,146
0.77
Annemijn Eschauzier
Chair of the Remuneration Committee
16 September 2025
Strategic Report >>> Governance >>> Financial Statements
Independent Auditor’s eport to the Mem ers of Feed ack p c
Feedback plc
Annual report and accounts for the year ended 31 May 2025
57
Opinion
We ha e audited the financial statements of Feedback Plc (the ‘Parent ompany’) and its subsidiaries (the
'Group') for the year ended 31 May 2025 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
ompany’s affairs as at 31 May 2025, 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 , including the F ’s thical 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 both with operations in the UK.
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
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
The risk is that revenue is overstated through
non-deferral of revenue which should be
deferred as the criteria of revenue recognition
have yet to be met.
Strategic Report >>> Governance >>> Financial Statements
Independent Auditor’s eport to the Mem ers of Feed ack p c
Feedback plc
Annual report and accounts for the year ended 31 May 2025
58
of
revenue
streams
including
software
installation, software licences, scientific and
software support and consultancy.
We focused on timing of revenue recognition in
accordance with stated accounting policies and
its subsequent presentation in the statement of
comprehensive income.
We performed the following audit procedures:
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 the performance obligations
have been met.
Reviewed the revenue recognition process at the
year end to assess the validity of their
recognition and deferred income.
Assessed that the accounting policies were in
line with the requirements of IFRS15 and that the
revenue is recognised in accordance of the
accounting policies.
Our work did not identify any items that could not
be substantiated.
Intangible assets – capitalised development
costs and valuation
The group holds 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.
We performed the following audit procedures:
Capitalised costs have been reviewed against
the criteria of IAS 38.
Reviewed a sample of additions to supporting
invoices and documentation to ensure intangible
assets were correctly valued.
The rationale for recognition of these costs was
discussed with management.
Our work did not identify any issues in relation to
above matter.
Intangible assets – valuation and impairment
review
The Group has a carrying value of intangible
assets totalling of £564,216 (2024: £4,068,136).
While
assessing
the
carrying
value,
management undertakes certain judgements on
the determination of the recoverable amount of
the assets.
We considered that there is a risk that where
judgements are inappropriate or unsupportable
the intangible assets could be impaired.
We performed the following audit procedures:
Obtained an understanding of management’s
process of impairment assessment, including
understanding and the determination of a single
cash generating unit (“ G ”) being tested for
impairment.
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 S36 “ mpairment of ssets”.
We
e aluated
management’s
cash
flo
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 rate. We carried out
sensitivity analysis.
We challenged the sales pipeline presented and
the current customer base alongside the revenue
that
can
be
generated
from
contracted
customers.
Strategic Report >>> Governance >>> Financial Statements
Independent Auditor’s eport to the Mem ers of Feed ack p c
Feedback plc
Annual report and accounts for the year ended 31 May 2025
59
In addition, we considered the direct costs
included within the forecasts and projections to
ensure that they are appropriate.
Based on our audit work completed, we have
concluded that after the impairment recognised
on intangibles, the carrying value of intangibles
is materially correct.
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.
We performed the following audit procedures:
We assessed management’s methodology of
impairment review and accounting policy as set
out in note 3 and 12 to ensure it was carried out
as required under S36 “ mpairment of ssets”.
The carrying value of the investments was
reviewed in conjunction with the assessment of
the intangibles, as detailed in the above Key
Audit Matter around intangibles.
The resulting impairment charge recognised by
management resulted in full impairment of
investments balance.
Audit team concurred with this conclusion.
Share options - valuation
There is a risk that share options have been
incorrectly valued, and have not been accounted
for in line with the financial reporting framework.
During the year, the business performed an
exercise to cancel most of the existing options
and issued new options.
We performed the following audit procedures:
We
reviewed
the
key
inputs
used
by
management in calculating the share option
charge and ensured that the fair value of options
has been spread over the vesting period in
accordance with IFRS2.
We selected a sample of options and agreed
these to supporting documentation.
We assessed the underlying calculations to
ensure correct flow through of information and
we
reviewed
the
assumptions
used
by
management
and
agreed
to
supporting
documentation.
We clarified that the new options were not issued
as replacements for the cancelled options and
ensured that the correct accelerated charge has
been recognised.
Our work did not identify any issues in relation to
above matter.
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 hole on the pre-tax loss for the Group and
concluded materiality to be £292,000. We consider that loss provides us with the most relevant performance
measure to stakeholders of the entity given the stage of the Group’s acti ity and gro th.
We assessed materiality for the Parent ompany’s financial statements as a hole on the basis of 2% of
net assets and restricted at 90% of Group materiality, being £262,000.
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.
Strategic Report >>> Governance >>> Financial Statements
Independent Auditor’s eport to the Mem ers of Feed ack p c
Feedback plc
Annual report and accounts for the year ended 31 May 2025
60
We assessed performance materiality for the Group’s financial statements as a hole at 60% of materiality
and concluded performance materiality to be £175,000.
We assessed performance materiality for the Parent ompany’s financial statements as a hole at 60% of
materiality and concluded performance materiality to be £157,000.
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 e aluation of the Directors’
assessment of the entity’s ability to continue to adopt the going concern basis of accounting included re ie
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 2025 the Group had cash balances of
£5,949,757 and we assessed whether this will be sufficient to enable the Group to meet liabilities as they
fall due, taking into account market conditions.
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
ompany’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. he 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 gi en in the Strategic report and the Directors’ report for the financial year for hich
the financial statements are prepared is consistent with the financial statements; and
•
the Strategic report and the Directors’ report ha e been prepared in accordance ith applicable
legal requirements.
Strategic Report >>> Governance >>> Financial Statements
Independent Auditor’s eport to the Mem ers of Feed ack p c
Feedback plc
Annual report and accounts for the year ended 31 May 2025
61
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:
•
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 la are not made; or
•
we have not received all the information and explanations we require for our audit.
Responsibilities of Directors
s e plained more fully in the Directors’ responsibilities statement set out on pages 52 - 53 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
ompany’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, hether 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:
•
We obtained an understanding of the legal and regulatory framework applicable to the Group, the
Parent Company and the industry in which it operates being healthcare and medical technology
industry and considered the risk of non-compliance with the applicable laws and regulations
including faud, in particular those that could have a material impact on the financial statements.
•
This included those regulations directly related to the financial statements, including financial
reporting, UK taxation legislation and rules, the Companies Act 2006 and GDPR.
•
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 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.
•
We remained alert to any indication of fraud or non compliance with laws and regulations
throughout the audit. We carried out specific procedures to address the risks identified. These
included the following:
-
Reviewing minutes of Board meetings and Audit Committee meetings;
Strategic Report >>> Governance >>> Financial Statements
Independent Auditor’s eport to the Mem ers of Feed ack p c
Feedback plc
Annual report and accounts for the year ended 31 May 2025
62
-
Agreeing the financial statements disclosures to underlying supporting documentation; and
-
Enquiries of management for any instances of actual, suspected or alleged fraud or non-
compliance.
•
To address the risk of management override of controls, we carried out testing of journal entries
and other adjustments for appropriateness, and evaluated the business rationale of significant
transactions outside the normal course of business. We discussed journals outside our
expectations with informed management, agreed to supporting documentation and assessed their
appropriateness.
•
We challenged assumptions and judgements made by management in making its significant
accounting estimates and 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.
further description of our responsibilities is a ailable on the Financial eporting ouncil’s ebsite
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. his description forms part of our auditor’s
report.
Use of our report
his report is made solely to the company’s members, as a body, in accordance ith hapter 3 of Part 16
of the ompanies ct 2006. Our audit ork has been undertaken so that e 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. o
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 ork, for this report, or for the opinions we
have formed.
Andrew Booth (Senior Statutory Auditor)
For and on behalf of
Price Bailey LLP
Chartered Accountants
Statutory Auditors
Tennyson House
Cambridge Business Park
Cambridge
CB4 0WZ
Date: 16 September 2025
Strategic Report >>> Governance >>> Financial Statements
Feedback plc
Annual report and accounts for the year ended 31 May 2025
63
Consolidated Statement of Comprehensive Income
for the year ended 31 May 2025
Note
2025
£
2024
£
Revenue
4
885,623
1,181,544
Cost of sales
(106,976)
(79,129)
Gross profit
778,647
1,102,415
Other Income
4
159,964
-
Other operating expenses
5
(5,149,158)
(4,792,548)
Operating loss
6
(4,210,547)
(3,690,133)
Impairment of intangible assets
14
(3,192,429)
-
Net finance income
7
117,813
93,135
Loss before taxation
(7,285,163)
(3,596,998)
Tax (charge)/credit
9
(32,260)
298,631
Loss after tax attributable to the
equity shareholders of the
Company
(7,317,423)
(3,298,367)
Other comprehensive
income/(losses)
Items that are or may be
reclassified subsequently to profit
or loss
Translation difference on overseas
operation
10,856
(241)
Total comprehensive loss for the
year
(7,306,567)
(3,298,608)
Loss per share (pence)
Basic and diluted*
11
(25.50)
(24.74)
The notes on pages 70 – 91form part of these financial statements
Strategic Report >>> Governance >>> Financial Statements
Feedback plc
Annual report and accounts for the year ended 31 May 2025
64
Consolidated Statement of Changes in Equity
for the year ended 31 May 2025
GROUP
Share
Capital
Share
Premium
Capital
Reserve
Retained
Earnings
Translation
Reserve
Share
option
Reserve
Total
£
£
£
£
£
£
£
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
Other comprehensive
loss for the year
-
-
-
(3,298,367)
(241)
-
(3,298,367)
(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
Loss of the year
-
-
-
(7,317,423)
-
-
(7,317,423)
Other comprehensive
loss for the year
-
-
-
-
10,856
-
10,856
Total Comprehensive
Loss for the year
-
-
-
(7,317,423)
10,856
-
(7,306,567)
New shares issued
304,800
5,791,223
-
-
-
-
6,096,023
Costs associated with
the raising of funds
-
(486,536)
-
-
-
-
(486,536)
Share-based payments
-
-
-
-
-
216,930
216,930
Total transactions with
owners
304,800
5,304,687
-
-
-
216,930
5,826,417
At 31 May 2025
6,972,130
20,654,928
299,900
(22,383,036)
(201,624)
822,289
6,164,587
Strategic Report >>> Governance >>> Financial Statements
Feedback plc
Annual report and accounts for the year ended 31 May 2025
65
Company Statement of Changes in Equity
for the year ended 31 May 2025
COMPANY
Share
Capital
Share
Premium
Retained
Earnings
Share
option
Reserve
Total
£
£
£
£
£
At 31 May 2023
6,667,330
15,350,241
(5,711,784)
530,897
16,836,684
Loss for the year and
Total comprehensive
loss for the year
-
-
(1,488,345)
-
(1,488,345)
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
Loss of the year and
Total comprehensive
loss for the year
-
-
(15,519,728)
-
(15,519,728)
New shares issued
304,800
5,791,223
-
-
6,096,023
Costs of new shares
issued
-
(486,536)
-
-
(486,536)
Share-based payments
-
-
-
216,930
216,930
Total transactions with
owners
304,800
5,304,687
-
216,930
5,826,417
At 31 May 2025
6,972,130
20,654,928
(22,719,857)
822,289
5,729,490
The notes on pages 70 – 91 form part of these financial statements
Strategic Report >>> Governance >>> Financial Statements
Feedback plc
Annual report and accounts for the year ended 31 May 2025
66
Consolidated Balance Sheet
for the year ended 31 May 2025
2025
2024
Notes
£
£
Assets
Non-current assets
Property, plant and equipment
13
11,583
12,993
Intangible assets
14
564,216
4,068,136
575,799
4,081,129
Current assets
Trade and other receivables
15
98,538
81,641
Corporation tax receivable
129,516
298,644
Cash and cash equivalents
5,949,757
3,877,503
6,177,811
4,257,788
Total assets
6,753,610
8,338,917
Equity
Capital and reserves attributable to
the Compan ’s equit shareho ders
Called up share capital
18
6,972,130
6,667,330
Share premium account
18
20,654,928
15,350,241
Capital reserve
18
299,900
299,900
Translation reserve
18
(201,624)
(212,480)
Share option expense reserve
18
822,289
605,359
Retained earnings
18
(22,383,036)
(15,065,613)
Total equity
6,164,587
7,644,737
Liabilities
Current liabilities
Trade and other payables
16
589,023
694,180
589,023
694,180
Total liabilities
589,023
694,180
Total equity and liabilities
6,753,610
8,338,917
The financial statements were approved and authorised for issue by the Board of Directors on 16
September 2025 and were signed below on its behalf by:
Prof Rory Shaw
Chairman
The notes on pages 70 – 91 form part of these financial statements
Strategic Report >>> Governance >>> Financial Statements
Feedback plc
Annual report and accounts for the year ended 31 May 2025
67
Company Balance Sheet
for the year ended 31 May 2025
2025
2024
Notes
£
£
Assets
Non-current assets
Investments
12
-
8,503,533
-
8,503,533
Current assets
Other receivables
15
52,459
43,583
Loans to subsidiary companies
7,171
3,132,873
Cash and cash equivalents
5,767,067
3,828,092
5,826,697
7,004,548
Total assets
5,826,697
15,508,081
Equity
Capital and reserves attributable to
the Compan ’s equit shareho ders
Called up share capital
18
6,972,130
6,667,330
Share premium account
18
20,654,928
15,350,241
Share option expense reserve
18
822,289
605,359
Retained earnings
18
(22,719,857)
(7,200,129)
Total equity
5,729,490
15,422,801
Liabilities
Current liabilities
Trade and other payables
16
97,207
85,280
Total liabilities
97,207
85,280
Total equity and liabilities
5,826,697
15,508,081
he ompany’s loss for the year as £15,519,728 (2024: loss of £1,488,345).
The financial statements were approved and authorised for issue by the Board of Directors on 16
September 2025 and were signed below on its behalf by:
Prof R Shaw
Chairman
The notes on pages 70 – 91 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 2025
68
Consolidated Cash Flow Statement
for the year ended 31 May 2025
2025
2024
£
£
Cash flows from operating activities
Loss before tax
(7,285,163)
(3,596,998)
Adjustments for:
Net finance income
(117,813)
(93,135)
Other Income - R&D tax credit
(159,964)
-
Depreciation and amortisation
1,146,711
957,549
Impairment of intangible assets
3,192,429
-
Translation difference in overseas operation
10,856
(241)
Share based payment expense
216,930
74,469
Decrease/(Increase) in trade receivables
(1,079)
129,714
Decrease/(Increase) in other receivables
(15,818)
13,947
Increase/(Decrease) in trade payables
(66,166)
116,085
Increase/(Decrease) in other payables
(38,990)
(277,361)
Corporation tax received
296,832
455,628
Total adjustments
4,463,928
1,376,655
Net cash used in operating activities
(2,821,235)
(2,220,343)
Cash flows from investing activities
Purchase of tangible fixed assets
(10,450)
(12,506)
Purchase of intangible assets
(823,361)
(1,300,318)
Interest Income
117,813
93,135
Net cash used in investing activities
(715,998)
(1,219,689)
Cash flows from financing activities
Net proceeds of share issue
5,609,487
-
Net cash generated from financing activities
5,609,487
-
Net increase/(decrease) in cash and cash
equivalents
2,072,254
(3,440,031)
Cash and cash equivalents at beginning of year
3,877,503
7,317,534
Cash and cash equivalents at end of year
5,949,757
3,877,503
The notes on pages 70 – 91 form part of these financial statements
Strategic Report >>> Governance >>> Financial Statements
Feedback plc
Annual report and accounts for the year ended 31 May 2025
69
Company Cash Flow Statement
for the year ended 31 May 2025
2025
2024
£
£
Cash flows from operating activities
Profit/(Loss) before tax
(15,517,861)
(1,488,063)
Adjustments for:
Net finance income
(130,261)
(94,978)
Provision against loans to subsidiary companies
6,358,474
-
Impairment against investment in subsidiaries
8,557,759
1,004,649
Share based payment expense
216,930
74,462
(Increase)/Decrease in other receivables
(8,876)
13,581
(Decrease)/Increase in trade payables
1,323
(6,518)
(Decrease)/ Increase in other payables
10,604
4,017
Total adjustments
15,005,953
995,213
Net cash used in operating activities
(511,908)
(492,850)
Cash flows from investing activities
Loans to subsidiary companies
(3,234,640)
(2,739,984)
Investment in subsidiaries
(54,226)
(8,080)
Interest Income
130,261
94,978
Net cash generated from investing activities
(3,158,605)
(2,653,086)
Cash flows from financing activities
Net proceeds from share issue
5,609,488
-
Net cash generated from financing activities
5,609,488
-
Net increase in cash and cash equivalents
1,938,975
(3,145,936)
Cash and cash equivalents at beginning of year
3,828,092
6,974,028
Cash and cash equivalents at end of year
5,767,067
3,828,092
The notes on pages 70 – 91 form part of these financial statements
Strategic Report >>> Governance >>> Financial Statements
Feedback plc
Annual report and accounts for the year ended 31 May 2025
70
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 ngland and Wales. he ompany’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 16 September 2025.
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’)
-
IFRS 18 - Presentation and Disclosures in Financial Statements
-
IFRS 19 - Subsidiaries without Public Accountability: Disclosures
-
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 2025 and 2024 using the acquisition method.
The financial statements of subsidiaries are prepared for the same reporting year as the parent company,
using consistent accounting policies. All inter-company balances and transactions, including unrealised
profits arising from them, are eliminated.
Strategic Report >>> Governance >>> Financial Statements
Notes to the financial statements (continued)
Feedback plc
Annual report and accounts for the year ended 31 May 2025
71
3. Significant accounting policies (continued)
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 £7,306,567 for the year ended 31 May 2025 however it had net assets
of £6,164,587 inclusive of £5,949,757 of cash and cash equivalents at 31 May 2025.
The directors have considered the applicability of the going concern basis in the preparation of the
financial statements. This included a review of financial results, internal budgets and cash flow forecasts
to 30 September 2026, including downside scenarios. After making enquiries, the Directors have a
reasonable expectation that the Group has adequate resources to continue in operational existence for
the foreseeable future, and that the Group and Company will have sufficient funds to continue to meet
their liabilities, including pro iding financial support to the ompany’s subsidiaries, as they fall due for at
least twelve months from the date of approval of the financial statements. Accordingly, the Directors
believe that the Group and Company are a going concern and have therefore prepared the financial
statements on a going concern basis.
(d) Intangible assets
Intangible assets are carried at cost less accumulated amortisation and accumulated impairment losses.
An intangible asset acquired as part of a business combination is recognised outside goodwill if the asset
is separable or arises from contractual or other legal rights and its fair value can be reliably measured.
The significant intangible asset cost related to external software development of products which are
integral to the trade of the Group’s medical imaging products.
Amortisation and impairment charges are recognised in other operating expenses in the income and
expenditure account. Internal development costs are not capitalised but written off during the year in
which the expenditure is incurred. The carrying value of intangible assets which are not yet being
amortised because they are not yet available for use are reviewed for impairment annually. The carrying
value of intangible assets which are currently being amortised are reviewed for impairment when there
is an indication that they may be impaired. Impairment losses are recognised in other operating
expenses in the income and expenditure account.
Costs incurred on development projects (relating to the design and testing of new or improved products)
are recognised as intangible assets when it is probable that the project will be a success, considering its
commercial and technological feasibility, and costs can be measured reliably. Only external software
development expenditure is capitalised. Internal research expenditure is written off in the year in which
it is incurred.
Other development expenditure is recognised as an expense as incurred. Intangible assets that have a
finite useful life and that have been capitalised are amortised on a straight-line basis as follows:
Intangible asset
Useful economic life
Intellectual Property
5 – 10 years
Customer relationships
4 years
Software development
5 years
Intellectual Property primarily relates to patent and trademark application costs. Software development
costs capitalised in the year relate to products and product improvements which are yet to be ready for
use.
Strategic Report >>> Governance >>> Financial Statements
Notes to the financial statements (continued)
Feedback plc
Annual report and accounts for the year ended 31 May 2025
72
3. Significant accounting policies (continued)
(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. ny e cess of the cost of business combinations o er the Group’s interest in the net fair alue
of the identifiable assets, liabilities and contingent liabilities is recognised in the balance sheet as goodwill
and is not amortised.
After initial recognition, goodwill is not amortised but is stated at cost less accumulated impairment loss,
with the carrying value being reviewed for impairment, at least annually and whenever events or changes
in circumstance indicate that the carrying value may be impaired.
For the purposes of impairment testing, goodwill is allocated to the related cash generating units
monitored by management. Where the recoverable amount of the cash generating unit is less than its
carrying amount, including goodwill, an impairment loss is recognised in the statement of comprehensive
income.
(h) Property, plant and equipment
All property, plant and equipment is stated at historical cost less depreciation. Depreciation on other
assets is provided on cost or valuation less estimated residual value in equal annual instalments over
the estimated lives of the assets. The rates of depreciation are as follows:
Computer and office equipment
10 – 50% p.a.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and
are recognised in the income statement.
(i) Foreign currency
Transactions denominated in foreign currencies are translated into sterling at the rates ruling at the date
of the transactions. Monetary assets and liabilities denominated in foreign currencies at the balance
sheet date are translated at the rates ruling at that date. These translation differences are dealt with in
the income statement.
Translation to presentation currency: The results and financial position of Group entities (none of which
has the currency of a hyper‐inflationary economy) that have a functional currency different from the
presentation currency (GBP) are translated into the presentational currency as follows:
•
assets and liabilities presented are translated at the closing rate at the date of that reporting
period;
•
income and expenses are translated at average exchange rates; and
•
all resulting exchange differences are recognised in other comprehensive income.
On consolidation, exchange differences arising from the translation of the net investment in foreign
operations are taken to other comprehensive income.
(j) Revenue recognition
Sales transactions include software installation, software licenses, scientific and software support and
consultancy. Revenue is measured at the fair value of the contractually agreed consideration received
Strategic Report >>> Governance >>> Financial Statements
Notes to the financial statements (continued)
Feedback plc
Annual report and accounts for the year ended 31 May 2025
73
3. Significant accounting policies (continued)
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 o er the estimated duration of the Group’s in ol ement in a customer’s project hich 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 hen the customer’s purchase order is recei ed.
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.
Government Grants:
Grants that reimburse the Group for specific expenses are recognised in the income statement over the
periods in which the related expenses are incurred, on a basis that reflects the pattern of those expenses.
Claims are submitted for pre-defined periods, with any timing differences recorded as accrued or
deferred income.
(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 ne er ta able or deductible. he Group’s
liability for current tax is calculated by using tax rates that have been enacted or substantively enacted
by the balance sheet date.
Tax credits claimed under the Merged Scheme R&D Expenditure Credit (RDEC) are accounted for under
IAS 20 as government grants in line with the accounting policy above. The company previously made
claims under the Small and Medium-sized Enterprise (SME) R&D tax relief scheme where the tax credit
would be treated as non-taxable income unlike the RDEC scheme.
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
Strategic Report >>> Governance >>> Financial Statements
Notes to the financial statements (continued)
Feedback plc
Annual report and accounts for the year ended 31 May 2025
74
3. Significant accounting policies (continued)
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. he 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.
Cash and cash equivalents
Cash and cash equivalents comprise cash at hand and deposits with maturities of three months or less.
Financial liabilities
he 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
Strategic Report >>> Governance >>> Financial Statements
Notes to the financial statements (continued)
Feedback plc
Annual report and accounts for the year ended 31 May 2025
75
3. Significant accounting policies (continued)
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
o er the esting 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 (with a net book value post impairment of £564,216 at the 31 May 2025
year-end, 2024: £4,068,136), 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 under conservative
assumptions using a 5-year net present value (NPV), value-in-use model to compare the
estimated recoverable amount of the intangible assets to their carrying value. Management has
applied the following key assumptions:
o
a pretax discount rate of 20.15%
o
Forecast period of 5 years, without any terminal value
o
Revenues generated from existing customer contracts only
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
Strategic Report >>> Governance >>> Financial Statements
Notes to the financial statements (continued)
Feedback plc
Annual report and accounts for the year ended 31 May 2025
76
3. Significant accounting policies (continued)
A reasonable possible change in any of these key assumptions could result in a material change
to impairment loss. The Group and management continue to monitor these assumptions when
reassessing the intangible assets.
Fair value measurement – share options and arrants issued included in the Group’s and
ompany’s financial statements require measurement at fair alue. he calculation of fair alues
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
ser ices is recognised o er the e pected duration of the group’s in ol ement 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 ho e er 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, Feedback Medical Imaging India and the Head Office covers
the costs of running the parent company, Feedback PLC.
Year ended 31 May 2025
Medical
Imaging
Feedback
Medical
Imaging India
Head
Office
Total
£
£
£
£
Revenue
External
880,221
5,402
-
885,623
Expenditure
Total (excluding depreciation and
amortisation)
(2,681,421)
(136,605)
(1,173,584)
(3,991,610)
Impairment of intangible assets
(3,192,429)
-
-
(3,192,429)
Depreciation and amortisation
(1,146,387)
(324)
-
(1,146,711)
Other Income – tax credit
159,964
-
-
159,964
Loss before tax
(5,980,052)
(131,527)
(1,173,584)
(7,285,163)
Balance sheet
Total assets
929,272
4,812
5,819,526
6,753,610
Total liabilities
(486,204)
(5,599)
(97,220)
(589,023)
443,068
(787)
5,722,306
6,164,587
Capital expenditure
(832,241)
(1,569)
-
(833,810)
The revenues from external customers in 2025 are comprised of the following products Bleepa:
£794,440, Image Engineering license fees: £57,545 and legacy products Cadran PACS: £33,638.
Year ended 31 May 2024
Medical
Imaging
Head
Office
Total
£
£
£
Revenue
External
1,181,544
-
1,181,544
Strategic Report >>> Governance >>> Financial Statements
Notes to the financial statements (continued)
Feedback plc
Annual report and accounts for the year ended 31 May 2025
77
4.
Segmental Reporting (continued)
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)
eported se ments’ assets are reconci ed to tota assets as fo o s:
External revenue by
Non-current assets by
location of customer
location of assets
2025
2024
2025
2024
£
£
£
£
United Kingdom
822,676
1,058,956
589,023
4,081,129
Europe
-
-
-
-
Rest of the world
62,947
122,588
-
-
Total
885,623
1,181,544
589,023
4,081,129
£221,378 of revenue recognised in the current year was recorded in contract liabilities in the prior year
(2024: £441,048).
Major customers
During the year ended 31 May 2025, the Group generated £491,250 of revenue from one customer in
the United Kingdom, which is equal to 55% of total Group revenues in the year. Major customer from the
rest of the world is located in USA and accounts for £57,545 of group revenue generated.
5.
Other operating expenses
2025
2024
£
£
Administrative costs:
Employment and other costs
4,002,447
3,834,999
Amortisation and depreciation costs
1,146,711
957,549
5,149,158
4,792,548
6.
Operating loss
2025
2024
£
£
This is stated after charging
Strategic Report >>> Governance >>> Financial Statements
Notes to the financial statements (continued)
Feedback plc
Annual report and accounts for the year ended 31 May 2025
78
5. Operating loss (continued)
Depreciation and amortisation
Owned assets
11,860
14,422
Amortisation of intangible assets
1,134, 852
943,128
Impairment of intangible assets
3,192,429
-
Provision for doubtful debts
(720)
(320)
Foreign exchange differences
36,621
26,122
uditors’ remuneration
Audit of parent company and group financial statements
25,200
22,170
Audit of subsidiaries
16,800
14,780
7.
Net finance income
2025
2024
£
£
Interest received
117,813
93,135
117,813
93,135
8.
Directors and employees
2025
2024
2025
2024
Average
Average
Year-end
FTE
Year-end
FTE
Number of employees
Selling and distribution
6
2
7
3
Administration
16
17
15
17
Research and development
7
7
7
7
29
26
29
27
2025
2024
£
£
Staff costs
Wages and salaries
2,293,588
2,138,863
Social security costs
262,068
250,428
Payments to defined contribution pension
scheme
238,044
225,800
Share based payment expense
216,930
74,469
3,010,630
2,689,560
Details of Directors’ remuneration for the year ended 31 May 2025 and the prior year ended 31 May
2024 are set out in the Remuneration Committee report on pages 54 – 56.
Strategic Report >>> Governance >>> Financial Statements
Notes to the financial statements (continued)
Feedback plc
Annual report and accounts for the year ended 31 May 2025
79
9.
Taxation on loss
2025
2024
£
£
(a)
The tax credit for the year:
UK Corporation tax
1,867
(298,631)
Deferred Tax:
Origination and reversal of timing differences
30,393
-
Current tax (credit)/expense
32,260
(298,631)
32,260
(298,631)
(b)
Tax reconciliation
Loss before tax
(22,108,134)
(4,507,137)
Loss at the standard rate of corporation tax in the UK of
25% (2023 – 20%)
(5,527,033)
(1,126,784)
Fixed asset differences
1
(1,665)
Expenses non-deductible for tax purposes
3,796,893
270,884
Other permanent differences
(298)
164
Additional deduction for R&D expenditure
-
(345,517)
Surrender of tax losses for R & D tax credit refund
-
448,368
Deferred tax not recognised
1,760,830
455,637
Foreign tax credits
1,867
282
Tax charge for the year
32,260
(298,631)
(c)
Factors which may affect future tax charges
In view of the tax losses carried forward there is a deferred tax amount of approximately
£3,727,451 (2024: £1,966,621) 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 -
£1,289,666 (2024: £1,179,468) 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. he ompany’s loss for the
financial year is £15,519,728 (2024 loss: £1,488,345). The loss for the financial year 2025 includes an
impairment charge on the investment in its subsidiary Feedback Medical Ltd of £14,699,125, further
detail on this can be found in note 12.
11.
Loss per share
Basic loss per share is calculated by reference to the loss on ordinary activities after taxation of
£7,317,423, (2024: £3,298,367) and on the weighted average shares in issue of 28,699,980 (2024:
13,334,659).
2025
£
2024
£
Strategic Report >>> Governance >>> Financial Statements
Notes to the financial statements (continued)
Feedback plc
Annual report and accounts for the year ended 31 May 2025
80
11.
Loss per share (cont.)
Net loss attributable to ordinary
equity holders
(7,317,423)
(3,298,367)
2025
2024
Weighted average number of ordinary
shares for basic earnings per share
28,699,980
13,334,659
Effect of dilution:
Share Options
-
-
Warrants
-
-
Weighted average number of ordinary
shares adjusted for the effect of
dilution
28,699,980
13,334,659
Loss per share (pence)
Basic
(25.50)
(24.74)
Diluted
(25.50)
(24.74)
There is no dilutive effect of the share options and warrants as the dilution would be negative for the
periods presented. There are 4,010,875 share options outstanding as at 31 May 2025 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 2023
12,317,795
12,317,795
Addition (see note below)
8,080
8,080
At 31 May 2024
12,325,875
12,325,875
Addition (see note below)
54,226
54,226
As at 31 May 2025
12,380,101
12,380,101
Provision for impairment
At 31 May 2023
2,817,693
2,817,693
Additional impairment included in operating
expenses
1,004,649
1,004,649
At 31 May 2024
3,822,342
3,822,342
Additional impairment included in operating
expenses (see note below)
8,557,759
8,557,759
At 31 May 2025
12,380,101
12,380,101
Net Book Value
At 31 May 2025
-
-
At 31 May 2024
8,503,533
8,503,533
Strategic Report >>> Governance >>> Financial Statements
Notes to the financial statements (continued)
Feedback plc
Annual report and accounts for the year ended 31 May 2025
81
12.
Investments (continued)
All of the above investments are unlisted.
The cost additions in 2025 of £54,226 are related to options in Feedback Medical Limited which would
be satisfied with Feedback Plc shares if/when they are exercised.
The impairment loss in 2025 by the Company (Head Office segment) primarily relates to a £8,557,657
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
£8,557,657 prior to an impairment review and has now been fully impaired. A full impairment of £102
against the cost of investment in Feedback Medical India PVT Limited was also made.
he total carrying alue of the ompany’s equity in estment plus loan in estment of £6,141,468 in
Feedback Medical Limited was £14,699,125 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 alue in use (“V ”) and fair alue less costs to sell.
Management prepared five-year cash flow forecasts (aligned with IAS 38) under several scenarios
reflecting a range of potential outcomes. To ensure a prudent assessment the most conservative
scenario was selected as the basis for the impairment review, with a modest revenue growth rate of 5%
(Level 3 of the fair value hierarchy) over this five-year period and without any terminal value, inherently
assuming no new customer wins. The cashflows were discounted using a discount rate (pre-tax) of
20.15% (Level 3 input of fair value hierarchy). Management has determined the VIU of Feedback Medical
Limited as being Nil under these conservative assumptions.
On this basis, the recoverable amount has a shortfall compared to the total carrying value of £14,699,125
(equity investment plus loan) and therefore an impairment of £14,699,125 has been recognised, of which
£8,557,657 has been recognised against the equity investment in Feedback Medical Limited, bringing
the carrying value to Nil (2024: £8,503,533) and £6,141,468 has been recognised against the loan
investment in Feedback Medical Limited, also bringing this carrying value to Nil.
Sensitivity analyses of key inputs have been performed, which would result in a change to the
impairment conclusion as follows:
Sensitivity
VIU (recoverable amount)
Impairment
-2% change in discount rate
Nil
£14,699,125
10% annual revenue growth
£334,777
£14,364,349
25% annual revenue growth
£4,830,163
£9,868,963
50% annual revenue growth
£18,016,765
Nil
An impairment loss for a non-goodwill asset can be reversed in future accounting periods if the
circumstances that caused the original loss have been reversed. No impairment reversals were
recognised during the year.
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
Strategic Report >>> Governance >>> Financial Statements
Notes to the financial statements (continued)
Feedback plc
Annual report and accounts for the year ended 31 May 2025
82
12.
Investments (continued)
Bleepa Limited
Dormant
England
100%
Ordinary £2
Feedback Medical
Limited
Medical Imaging
England
100%
A Ordinary £1
100% B Ordinary 1p
Feedback Medical
India Private Limited
Medical Imaging
India
Direct 0.1% and Indirect 99.9%
Ownership 100%
Ordinary INR 10
TexRAD Limited
Medical Imaging
England
100%
Ordinary 1p
All the subsidiary companies have been included in these consolidated financial statements.
TexRAD Limited is owned 100% by virtue of a direct holding by Feedback plc of 91% and an indirect
holding via Feedback Medical Ltd of 9%.
Feedback Medical India Private Limited 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.
ach of the other subsidiary’s registered office address is 201 emple hambers, 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 2023
71,038
71,038
Additions
12,506
12,506
At 31 May 2024
83,544
83,544
Additions
10,450
10,450
As 31 May 2025
93,994
93,994
Depreciation
At 31 May 2023
56,129
56,129
Strategic Report >>> Governance >>> Financial Statements
Notes to the financial statements (continued)
Feedback plc
Annual report and accounts for the year ended 31 May 2025
83
13.
Property, plant and equipment (cont.)
Charge for the year
14,422
14,422
At 31 May 2024
70,551
70,551
Charge for the year
11,860
11,848
At 31 May 2025
82,411
82,399
Net Book Value
At 31 May 2025
11,583
11,583
At 31 May 2024
12,993
12,993
14.
Intangible assets
Software
development
Intellectual
Property
Total
£
£
£
Cost
At 31 May 2023
5,630,692
197,852
5,828,544
Additions
1,293,342
6,976
1,300,318
At 31 May 2024
6,924,034
204,828
7,128,862
Additions
823,361
823,361
At 31 May 2025
7,747,395
204,828
7,952,223
Amortisation and Impairment
At 31 May 2023
1,952,123
165,475
2,117,598
Amortisation charge for year
932,383
10,745
943,128
At 31 May 2024
2,884,506
176,220
3,060,726
Impairment
3,175,233
17,196
3,192,429
Amortisation charge for year
1,123,440
11,412
1,134,852
At 31 May 2025
7,183,179
204,828
7,388,007
Net Book Value
At 31 May 2025
564,216
-
564,216
At 31 May 2024
4,039,528
28,608
4,068,136
An impairment review for the cash generating unit (CGU) - Bleepa has been performed based on its VIU.
Bleepa belongs to the Medical Imaging reportable segment. Management prepared five-year cash flow
forecasts (aligned with the useful life of the intangible assets) under several scenarios reflecting a range
of potential outcomes. To ensure a prudent assessment the most conservative scenario was selected
as the basis for the impairment review, whereby revenues are assumed to be generated from existing
customer contracts only of which only two customers renew annually over this five-year period and
without any terminal value.
The cashflows were discounted resulting in an NPV of £564,216 in this conservative scenario. This
compares to a pre-impairment carrying amount of £3,764,517, resulting in the recognition of an
impairment loss of £3,192,429. The impairment loss has been allocated to individual assets that
constitute the Bleepa CGU in accordance with IAS 36 (104-105). The primary events and circumstances
that led to the recognition of an impairment loss were:
Strategic Report >>> Governance >>> Financial Statements
Notes to the financial statements (continued)
Feedback plc
Annual report and accounts for the year ended 31 May 2025
84
14. Intangible assets (continued)
• Fall in the share price of parent company Feedback plc;
• Uncertainty around NHS contracts and the timing of those contracts due to the ongoing merging
of NHSE with the DHSC and the requirement for ICBs to reduce operational costs; and
• Wider macro-economic environment of the UK having an effect on growth rates.
Key assumptions applied in the VIU assessment:
• Discount rate (pre-tax) of 20.15% using the Capital Asset Pricing Model (CAPM), with the following
key assumptions:
- Beta of 2.0, considered conservative when benchmarked against comparable companies
- Risk-free rate of 4.7% based on the UK 10-year government bond
- Equity risk premium of 5.1% based on latest publicly available data
- Business risk premium of 5.0%
- Long term gearing target of 11.1%
• Forecast period: 5 years, without any terminal value
• Revenues from existing customer contracts only of which only two customers renew annually
Sensitivity analyses of key inputs has been performed, which would result in a change to the impairment
conclusion as follows:
Sensitivity
VIU (recoverable amount)
Impairment
+2% change in discount rate
£556,744
£3,207,773
-2% change in discount rate
£588,437
£3,176,079
+50% change in revenue
£1,252,032
£2,512,484
-20% change in revenue
£358,884
£3,405,633
Summary:
Carrying value before impairment
£3,764,517
VIU (recoverable amount)
£564,216
Impairment loss recognised
£3,192,429
Management considers that the revised carrying amount of the intangible assets reflects their
recoverable amount as at 31 May 2025. In preparing the impairment assessment, conservative
assumptions were required to be applied, for example, assuming no additional new customer wins over
a five-year period. The Board continues to believe that the technology has significant potential, and this
impairment does not reflect their commercial assessment of the alue of the Group’s intangible assets.
An impairment loss for a non-goodwill asset can be reversed in future accounting periods if the
circumstances that caused the original loss have been reversed. No impairment reversals were
recognised during the year.
15.
Trade and other receivables
Group
Company
2025
2024
2025
2024
£
£
£
£
Amounts falling due within one year
Trade receivables
2,189
1,110
-
-
Other receivables
13,069
10,601
11,919
9,868
Prepayments
73,623
59,720
40,540
33,715
Strategic Report >>> Governance >>> Financial Statements
Notes to the financial statements (continued)
Feedback plc
Annual report and accounts for the year ended 31 May 2025
85
15.
Trade and other receivables (continued)
Accrued Revenue
9,657
10,210
-
-
98,538
81,641
52,459
43,583
16.
Trade and other payables
Group
Company
2025
2024
2025
2024
£
£
£
£
Amounts falling due within one year
Trade payables
113,589
179,755
13,619
9,654
Other payables
25,650
21,412
-
-
Other taxes and social security
76,184
98,394
19,966
18,503
Accruals
149,422
178,163
63,620
57,123
Contract liabilities
224,178
216,456
-
-
589,023
694,180
97,205
85,280
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
he Group’s o erall risk management programme seeks to minimise potential ad erse effects on the
Group’s financial performance.
he Group’s financial instruments comprise cash and cash equi alents and arious 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 line with all other businesses, the Group is exposed to risks that arise from its use of financial
instruments. his note describes the Group’s objecti es, policies and processes for managing those
risks. Further quantitative information in respect of these risks is presented throughout these financial
statements. here ha e been no substanti e changes in the Group’s e posure to financial instrument
risks and consequently the objectives, policies and processes are unchanged from the previous period.
Strategic Report >>> Governance >>> Financial Statements
Notes to the financial statements (continued)
Feedback plc
Annual report and accounts for the year ended 31 May 2025
86
17. Financial instruments (continued)
he Board has o erall responsibility for the determination of the Group’s risk management policies. he
objective of the Board is to set policies that seek to reduce the risk as far as possible without unduly
affecting the Group’s competiti eness and effectiveness. Further details of these policies are set out
below:
Credit risk
The Group is exposed to credit risk primarily on its trade receivables, which are spread over a range of
countries, a factor that helps to dilute the concentration of the risk. Group policy, implemented locally, is
to assess the credit risk of each new customer before entering into binding contracts. Each customer
account is then reviewed on an ongoing basis (at least once a year) based on available information and
payment history.
The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a
lifetime expected credit loss allowance for all trade receivables. The provision for credit losses on trade
receivables is based on an expected credit loss model that calculates the expected loss applicable to
the receivable balance over its lifetime.
Expected credit losses are calculated in accordance with the simplified approach permitted by IFRS 9,
using a provision matrix applying lifetime historical credit loss experience to the trade receivables. An
additional provision for credit loss of £Nil has been recognised during the year (2024: £Nil) 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.
he Group’s customers ere primarily the NHS in 2025, for which the risk of default has been assessed
to be immaterial.
The carrying amount of financial assets represents the maximum credit exposure. The maximum
exposure to credit risk at the reporting date is:
Group
Company
2025
2024
2025
2024
£
£
£
£
Trade and other receivables
98,538
81,641
52,459
43,583
Loans to subsidiary companies
-
-
6,365,645
3,132,873
Cash and cash equivalents
5,949,757
3,877,503
5,767,067
3,828,092
6,048,295
3,959,144
12,185,171
7,004,548
All financial assets mentioned 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.
he group’s financial assets comprise of trade and other recei ables 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.
Strategic Report >>> Governance >>> Financial Statements
Notes to the financial statements (continued)
Feedback plc
Annual report and accounts for the year ended 31 May 2025
87
17. Financial instruments (continued)
Analysis of trade receivables
Total
Current
30 days
past due
60 days
past due
90 days
past due
£
£
£
£
£
Group
2025
2,189
2,050
-
-
139
2024
1,110
-
1,110
-
-
Company
2025
-
-
-
-
-
2024
-
-
-
-
-
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.
he 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. he risk arises on
the difference in the exchange rate between the time invoices were raised/received and the time invoices
were settled/paid.
The following table shows the net assets, stated in pounds sterling, exposed to exchange rate risk that
the Group and Company had at 31 May 2025.
Group
Company
2025
2024
2025
2024
£
£
£
£
Trade Receivables
2,189
-
-
-
s at 31 May 2025 £2,189 (2024: £Nil) of Feedback Medical ndias’s net trade recei ables are
denominated in foreign currency. A 5% increase/fall in exchange rates would lead to a profit/loss of £109
(2024: £Nil). The Directors do not generally consider it necessary to enter into derivative financial
instruments to manage the exchange risk arising from its operations.
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
2025
2024
2025
2024
£
£
Trade and other payables
139,240
201,167
13,619
9,654
Strategic Report >>> Governance >>> Financial Statements
Notes to the financial statements (continued)
Feedback plc
Annual report and accounts for the year ended 31 May 2025
88
17. Financial instruments (continued)
The following are maturities of financial liabilities, including estimated contracted interest payments.
Carrying amount
£
Contractual
cash flow
£
6 months or
less
£
Group
2025
139,240
139,240
139,240
2024
201,167
201,167
201,167
Company
2025
13,619
13,619
13,619
2024
9,654
9,654
9,654
Cash flow interest rate risk
The Group presently has no substantial interest rate risk exposure.
Capital under management
The Group considers its capital to comprise its ordinary share capital, share premium, capital reserve,
and accumulated retained earnings.
he Group’s objecti es hen managing the capital are:
●
o 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.
here ha e been no changes to the group’s capital management objecti es in the year, and there ha e
been no changes to the group’s e posure to financial instrument risk in the year.
18.
Share capital and reserves
2025
2024
Number
Number
Allotted, called up and fully paid ordinary shares of 1 penny:
As at start of period (01 June)
13,334,659
13,334,659
Issued during year
30,480,120
-
As at end of period (31 May)
43,814,779
13,334,659
Allotted, called up and fully paid deferred shares of 49 pence:
As at start of period (01 June)
-
-
Issued during year
13,334,659
-
As at end of period (31 May)
13,334,659
-
During 2025, Feedback plc successfully raised approximately £6.1 million (gross) through a placing,
subscription, and retail offer, issuing a total of 30,480,120 new ordinary shares at 20 pence each, with
admission to AIM occurring on 29 November 2024.
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).
Strategic Report >>> Governance >>> Financial Statements
Notes to the financial statements (continued)
Feedback plc
Annual report and accounts for the year ended 31 May 2025
89
18.
Share capital and reserves (continued)
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
2024
Granted
in year
Lapsed
in year
Cancelled
No.
options
as at 31
May 2025
Exercise
price
(pence)
Exercisable period
26 June 18(1)
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(3)
75,000
-
-
50,000
25,000
240
01 June 20 – 24 April 30
06 August 20(4)
67,493
-
-
67,493
-
240
06 August 20 – 06 August 30
23 February 22(5)
723,752
-
-
675,752
48,000
140
31 May 22 – 31 May 30
23 February 22(6)
83,859
-
-
83,859
-
140
23 February 23 – 23 February
32
28 May 24(7)
49,188
-
5,532
42,153
1,503
140
31 May 25 – 31 May 32
28 May 24(8)
17,538
-
5,532
10,503
1,503
140
31 May 25 – 31 May 32
14 Jan 25(9)
-
100,000
-
-
100,000
20
5 years from vesting date
14 Jan 25(10)
-
2,436,840
-
-
2,436,840
20.8
5 years from vesting date
24 Feb 25(11)
-
833,361
-
-
833,361
20
5 years from vesting date
14 Jan 25(12)
-
550,668
-
-
550,668
1
5 years from vesting date
1,077,490
3,920,869
11,064
976,420
4,010,875
1. Options vest in full on 01 March 19
2. Options vest immediately upon date of grant.
3. 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
4. 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
5. 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
6. 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
7. 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)
8. 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
9. Subject to time-based vesting conditions only with the options vesting in equal monthly tranches over three
years
10. The Options will vest in four equal tranches, conditional on achieving certain targets as follows: 1. 25% vest
immediately - to create a retention mechanism from grant; 2. 25% vest on Reported Revenue of £8.0m; 3.
25% vest on Reported Revenue of £12.0m; and 4. 25% vest on Reported Revenue of £20.0m
11. The Options will vest in four equal tranches, conditional on achieving certain targets as follows: 1. 25% vest
immediately - to create a retention mechanism from grant; 2. 25% vest on Reported Revenue of £8.0m; 3.
25% vest on Reported Revenue of £12.0m; and 4. 25% vest on Reported Revenue of £20.0m.
12. The Options will vest in four equal tranches, conditional on achieving certain targets as follows: 1. 25% vest
immediately - to create a retention mechanism from grant; 2. 25% vest on Reported Revenue of £8.0m; 3.
25% vest on Reported Revenue of £12.0m; and 4. 25% vest on Reported Revenue of £20.0m.
Strategic Report >>> Governance >>> Financial Statements
Notes to the financial statements (continued)
Feedback plc
Annual report and accounts for the year ended 31 May 2025
90
18.
Share capital and reserves (continued)
During the year the company cancelled 976,420 outstanding share options as per the above table in
accordance with IFRS 2.28(a-c).
Subsequently the parent company granted new options to the director and employees on 14 Jan 2025
and 24 Feb 2025, the Bank of England Yield Curve data was used to determine the risk-free rate
reasonable depending on the expected life of each tranche. Expected volatility was calculated using a
peer group average of similar companies with similar sizes within a comparable industry, using the
expected life of the option capped at 5 years due to reasonable assumption due to volatility and pivot
of Feedback’s product.
For the options granted by the parent company to director and employees on 14 Jan 2025 and 24 Feb
2025, the following assumptions have been made using the Black Scholes model for each tranche:
Tranche
Date granted
Option
period
Exercise
price
Market
value at
grant
Risk
free
rate
BoE -
yield
basis
Volatility
Fair
value
Unapproved Scheme (Chairman)
£
£
£
All
14/01/2025
4.04
0.200
0.208
4.58%
4 year
105.51%
0.154
EMI option scheme (Directors and employees)
Tranche 1
14/01/2025
2.50
0.208
0.208
4.41%
2 Year
75.93%
0.100
Tranche 2
14/01/2025
3.88
0.208
0.208
4.46%
3 Year
89.75%
0.136
Tranche 3
14/01/2025
4.88
0.208
0.208
4.58%
4 Year
105.15%
0.162
Tranche 4
14/01/2025
6.88
0.208
0.208
4.76%
5 year
117.46%
0.186
Unapproved Scheme (CEO)
Tranche 1
14/01/2025
2.50
0.010
0.208
4.41%
2 Year
75.93%
0.199
Tranche 2
14/01/2025
3.88
0.010
0.208
4.46%
3 Year
89.75%
0.200
Tranche 3
14/01/2025
4.88
0.010
0.208
4.58%
4 Year
105.15%
0.202
Tranche 4
14/01/2025
6.88
0.010
0.208
4.76%
5 year
117.46%
0.205
EMI option scheme (CFO)
Tranche 1
25/02/2025
2.50
0.200
0.1775
4.06%
2 year
72.03%
0.076
Tranche 2
25/02/2025
3.76
0.200
0.1775
4.13%
3 year
88.97%
0.110
Tranche 3
25/02/2025
4.76
0.200
0.1775
4.29%
4 year
104.02%
0.134
Tranche 4
25/02/2025
6.76
0.200
0.1775
4.48%
5 year
122.45%
0.159
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
2025
2024
2025
2024
Pence
Pence
Outstanding at 01 June
1,077,490
1,065,196
160
186
Granted in year
3,920,869
66,726
21
-
Cancelled in year
976,420
-
156
-
Lapsed in year
11,064
54,432
140
649
Outstanding at 31 May
4,010,875
1,077,490
22
160
Strategic Report >>> Governance >>> Financial Statements
Notes to the financial statements (continued)
Feedback plc
Annual report and accounts for the year ended 31 May 2025
91
18. Share capital and reserves (continued)
Warrants
There are no outstanding warrants at the end of 31 May 2025.
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 £238,044 (2024: £225,800). A balance of £22,254
(2024: £20,986) was payable at the year end.
20.
Related party transactions
Key management personnel
Details of Directors’ remuneration for the year ended 31 May 2025 and the prior year ended 31 May
2024 are set out in the Remuneration Committee report on pages 54 – 56.
Management fee from Company to subsidiaries
Feedback Plc invoiced Feedback Medical Limited £429,664 for the management fee related to 2025
(2024: £401,282), with a balance of £6,195,136 being receivable as at the year end. Feedback Plc
invoiced Texrad Limited £7,171 for the management fee related to 2025 (2024: £6,888), with a balance
of £11,129 being receivable as at the year end.
he Directors interests in shares of the ompany are contained in the Directors’ eport.
21.
Post balance sheet events
There are no post balance sheet events to report.
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 2025
92
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