Final Results

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 providing financial support to the Company's subsidiaries, as they fall due for at least twelve months from the date of approval of the financial statements. Accordingly, the Directors believe that the Group and Company are a going concern and have therefore prepared the financial statements on a going concern basis.

(d)  Intangible assets

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

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

Amortisation and impairment charges are recognised in other operating expenses in the income and expenditure account. Internal development costs are not capitalised but written off during the year in which the expenditure is incurred. The carrying value of intangible assets which are not yet being amortised because they are not yet available for use are reviewed for impairment annually. The carrying value of intangible assets which are currently being amortised are reviewed for impairment when there is an indication that they may be impaired.  Impairment losses are recognised in other operating expenses in the income and expenditure account.

Costs incurred on development projects (relating to the design and testing of new or improved products) are recognised as intangible assets when it is probable that the project will be a success, considering its commercial and technological feasibility, and costs can be measured reliably. Only external software development expenditure is capitalised. Internal research expenditure is written off in the year in which it is incurred.

Other development expenditure is recognised as an expense as incurred. Intangible assets that have a finite useful life and that have been capitalised are amortised on a straight-line basis as follows:

Intangible asset	Useful economic life
Intellectual Property	5 - 10 years
Customer relationships	4 years
Software development	5 years

 

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

(e)  Valuation of Investments

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

(f)   Cash and cash equivalents

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

(g)  Goodwill

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

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

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

(h)  Property, plant and equipment

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

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

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

(i)   Foreign currency

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

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

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

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

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

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

(j)   Revenue recognition

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

 

The Group recognises revenue on the basis of following IFRS15 whereby revenue is recognised on the promise of goods and services to the customer at the transaction price contractually agreed and once the performance obligations have been met.  Revenue relating to software consultancy and similar services is recognised as the services are performed and completed. The invoice is recognised on a linear basis over the duration of the contract. Revenue relating to the sale of software licences such as Bleepa or associated support services is recognised over the contractual period to which the licence relates or the duration of the support contract.

 

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

 

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

 

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

 

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 never taxable or deductible. The Group's liability for current tax is calculated by using tax rates that have been enacted or substantively enacted by the balance sheet date.

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 differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill or from the initial recognition (other than in business combination) of other assets and liabilities in a transaction which affects neither the tax profit nor the accounting profit.

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

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

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

(m) Financial instruments

Financial assets

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

Trade receivables

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

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

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

For trade receivables, which are reported net, such provisions are recorded in a separate provision account with the loss being recognised in the consolidated statement of comprehensive income.

Subsequent recoveries of amounts previously provided for or written off are credited to the income statement.

Cash and cash equivalents

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

Financial liabilities

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

(n)  Employee share options and warrants

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

   The Group has issued equity-settled share-based payment transactions to certain employees and previously issued warrants to the vendors of the acquired subsidiary, TexRAD Limited. Equity-settled

share-based payment transactions are measured at fair value at the date of grant. The fair value determined at the grant date of equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group's estimate of shares that will eventually vest.

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

(o)  Key areas of judgement

 

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

 

The key areas of judgement are:

 

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

 

·      Impairment review of intangible assets - The Group conducts an annual impairment review of its intangible assets (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

 

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

 

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

 

4.   Segmental reporting

The Directors have determined that the operating segments based on the management reports which are used to make strategic decisions are medical imaging and head office. The trading activities of the Company solely relate to Medical Imaging, 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

 

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)

 

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

 

	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
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
Auditors' 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.

 

 

 

 

 

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. The Company'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 £
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

 

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.

The total carrying value of the Company's equity investment plus loan investment 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 value in use ("VIU") and fair value 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
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.   Each of the other subsidiary's registered office address is 201 Temple Chambers, 3-7 Temple Avenue, London, England, United Kingdom, EC4Y 0DT.   In accordance with section 394A of the Companies Act 2006, a company is exempt from preparing individual accounts for a financial year. This section 394A of the Companies Act 2006 applies to Brickshield Limited (company registration number 06514313) and Bleepa Limited (company registration number 12118570).

 

 

13.  Property, plant and equipment

		Computer	Total
		Equipment
Group		£	£
Cost
At 31 May 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
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:

·    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 value 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
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

 

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

 

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

 

·      Credit risk

·      Foreign currency risk

·      Liquidity risk

·      Cash flow interest rate risk

·      Reliance on one major customer

 

Fair value Hierarchy

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

 

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

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

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

 

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

 

In line with all other businesses, the Group is exposed to risks that arise from its use of financial instruments.  This note describes the Group's objectives, policies and processes for managing those risks. Further quantitative information in respect of these risks is presented throughout these financial statements. There have been no substantive changes in the Group's exposure to financial instrument risks and consequently the objectives, policies and processes are unchanged from the previous period.

 

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

 

Credit risk

 

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

 

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

 

Expected credit losses are calculated in accordance with the simplified approach permitted by IFRS 9, using a provision matrix applying lifetime historical credit loss experience to the trade receivables. An additional provision for credit loss of £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.

 

The Group's customers were 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.   The group's financial assets comprise of trade and other receivables and cash and cash equivalents. Trade   receivables are measured at amortised cost and are carried at the original invoice amount less allowances for expected credit losses.   Analysis of trade receivables
	Total	Current	30 days past due		60 days past due		90 days past due
	£	£	£		£		£
Group
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.

 

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

 

The following table shows the net assets, stated in pounds sterling, exposed to exchange rate risk that the Group and Company had at 31 May 2025.

		Group		Company
		2025	2024	2025	2024
		£	£	£	£
Trade Receivables		2,189	-	-	-

 

As at 31 May 2025 £2,189 (2024: £Nil) of Feedback Medical Indias's net trade receivables 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
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.

            The Group's objectives when managing the capital are:

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

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

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

 

18.  Share capital and reserves

			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). 

 

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.

 

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

 

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.

 

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.

 

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

 

21.  Post balance sheet events

There are no post balance sheet events to report.

 

22.  Ultimate controlling party

            There is no ultimate controlling party.