Notes to the Financial
Statements
1. General
information
The Company is a public limited
company limited by shares, domiciled in the United Kingdom and
incorporated under registered number 00598696 in England and Wales.
The Company's registered office is 201 Temple Chambers, 3-7 Temple
Avenue, London, England, United Kingdom, EC4Y 0DT.
The Company is quoted on AIM, a
market operated by the London Stock Exchange. These Financial
Statements were authorised for issue by the Board of Directors on
01 November 2024.
2. Adoption of the new and revised International
Financial Reporting Standards
The Company has adopted all of the
new or amended Accounting Standards and Interpretations issued by
the International Accounting Standards Board (IASB) that are
mandatory for the current reporting period.
The following new and revised
Standards and Interpretations are relevant to the Company, but the
Company has not early adopted these new standards. The Directors do
not anticipate that the adoption of these standards will have a
material impact on the reported results of the Company:
- IFRS 1 - First-time adoption of International Financial
Reporting standards - amendments resulting from annual improvements
to IFRS accounting standards - Volume 11 (hedge accounting by
first-time adopter)
- IFRS 7 - Financial Instruments: Disclosures; amendments
regarding classification and measurement of financial instruments,
amendments regarding annual improvements Accounting Standards -
Volume 11 (Gain or loss on derecognition, deferred difference
between fair value and transaction price and credit risk
disclosures). Amendments regarding the supplier finance
arrangements.
- IFRS 9 - Financial Instruments: amendments regarding
classification and measurement of financial instruments, amendments
regarding annual improvements Accounting Standards - Volume 11
(Lessee derecognition of lease liabilities and Transaction
price)
- IFRS 10 - Consolidated Financial Statements - Amendments
resulting from Annual Improvements to IFRS Accounting Standards -
Volume 11 (Determination of a 'de facto agent')
- IFRS16 - Leases - amendments to clarify how a seller-lessee
subsequently measures sale and leaseback transactions
- IFRS 18 - Presentation and Disclosures in Financial
Statements
- IFRS 19 - Subsidiaries without Public Accountability:
Disclosures
- IAS 1 - Presentation of financial statements - amendments
regarding the classification of liabilities as current or
non-current. Amendments regarding the classification of debt with
covenants
- IAS 7 - Statement of Cash Flows - Amendments resulting from
Annual Improvements to IFRS Accounting Standards - Volume 11 (Cost
method) and amendments regarding supplier finance
arrangements
- IAS 21 - The effects of changes in foreign exchange rates -
lack of exchangeability
3. Significant accounting
policies
(a) Basis of
preparation
These financial statements have
been prepared in accordance with UK adopted international
accounting standards. The policies set out below have been
consistently applied to all the years presented.
No separate income statement is
presented for the parent Company as provided by Section 408,
Companies Act 2006.
(b) Basis of
consolidation
The Group financial statements
consolidate the financial statements of Feedback plc and its
subsidiaries (the "Group") for the years ended 31 May 2024 and 2023
using the acquisition method.
The financial statements of
subsidiaries are prepared for the same reporting year as the parent
company, using consistent accounting policies. All
inter-company balances and transactions, including unrealised
profits arising from them, are eliminated.
Subsidiaries are fully
consolidated from the date on which control is transferred to the
Group and cease to be consolidated from the date on which control
is transferred out of the Group.
Investments in subsidiary
companies are held at cost less any impairment. Impairment reviews
are performed annually or more frequently if events or changes in
circumstances indicate a potential impairment.
The impairment review compares the
carrying value to the recoverable amount, which is calculated as
the higher of the value in use and the fair value less costs to
sell.
(c) Going Concern
The Group incurred a net loss of
£3,298,608 for the year ended 31 May 2024 however it had net assets
of £7,644,737 inclusive of £3,877,503 of cash and cash equivalents
at 31 May 2024.
On 04 November 2024 the Company
will announce a placing by way of an accelerated bookbuild with
closing of the placing expected on the same day and a subscription
of new ordinary shares to raise approximately £5.2m (before
expenses). In addition,
on 04 November 2024 the
Company will announce its intention to launch a retail offer to
qualifying retail investors in the UK to raise a further up to
£1.0m (before expenses), the placing,
subscription and retail offer together the "Fundraise". Subject to
closing, the Fundraise is conditional on shareholder approval at
the forthcoming annual general meeting. Prior to announcement,
having made relevant enquiries, the Directors were satisfied that
the Company's brokers had received sufficient non-binding
indications for the placing and subscription to provide the Company
with adequate cash resources for at least the next twelve months to
November 2025. The Directors believe that all resolutions required
to execute the Fundraise will be successfully approved at the
annual general meeting as a matter of course, with proceeds to be
received shortly thereafter. The Directors updated and reviewed the
Group's business plan and cash flow forecasts on the basis that the
Fundraise is approved at the annual general meeting. These cash
resources will be used to provide working capital, enable continued
product development and to generate sales. If further
resources are required, the directors consider, that although
future equity fundraising can never be guaranteed, the group's
recent history of successful fundraising means it likely that the
group will be able to raise further finance through future equity
issues. Accordingly, the Directors believe that the Group and
Company are a going concern and have therefore prepared the
financial statements on a going concern basis.
(d) Intangible
assets
Intangible assets are carried at
cost less accumulated amortisation and accumulated impairment
losses. An intangible asset acquired as part of a business
combination is recognised outside goodwill if the asset is
separable or arises from contractual or other legal rights and its
fair value can be reliably measured.
The significant intangible
asset cost related to external software development of
products which are integral to the trade of the Group's medical
imaging products.
Amortisation and impairment
charges are recognised in other operating expenses in the income
and expenditure account. Internal development costs are not
capitalised but written off during the year in which the
expenditure is incurred. The carrying value of intangible assets
which are not yet being amortised because they are not yet
available for use are reviewed for impairment annually. The
carrying value of intangible assets which are currently being
amortised are reviewed for impairment when there is an indication
that they may be impaired. Impairment losses are recognised
in other operating expenses in the income and expenditure
account.
Costs incurred on development
projects (relating to the design and testing of new or improved
products) are recognised as intangible assets when it is probable
that the project will be a success, considering its commercial and
technological feasibility, and costs can be measured reliably. Only
external software development expenditure is capitalised. Internal
research expenditure is written off in the year in which it is
incurred.
Other development expenditure is
recognised as an expense as incurred. Intangible assets that have a
finite useful life and that have been capitalised are amortised on
a straight-line basis as follows:
|
Intangible asset
|
Useful economic life
|
|
|
|
|
Intellectual Property
|
5 - 10 years
|
|
Customer relationships
|
4 years
|
|
Software development
|
5 years
|
Intellectual Property primarily
relates to patent and trademark application costs. Software
development costs capitalised in the year relate to products and
product improvements which are yet to be ready for use.
(e) Valuation of
Investments
Investments held as non-current
assets are stated at cost less provision for impairment.
(f) Cash and cash
equivalents
Cash and cash equivalents include
cash in hand, deposits held at call with banks, other short-term
highly liquid investments with original maturities of three months
or less, and bank overdrafts. When used, bank overdrafts are shown
within borrowings in current liabilities on the balance
sheet.
(g) Goodwill
Business combinations on or after
1 April 2006 are accounted for under IFRS 3 using the acquisition
method. Any excess of the cost of business combinations over the
Group's interest in the net fair value of the identifiable assets,
liabilities and contingent liabilities is recognised in the balance
sheet as goodwill and is not amortised.
After initial recognition,
goodwill is not amortised but is stated at cost less accumulated
impairment loss, with the carrying value being reviewed for
impairment, at least annually and whenever events or changes in
circumstance indicate that the carrying value may be
impaired.
For the purposes of impairment
testing, goodwill is allocated to the related cash generating units
monitored by management. Where the recoverable amount of the cash
generating unit is less than its carrying amount, including
goodwill, an impairment loss is recognised in the statement of
comprehensive income.
(h) Property, plant and
equipment
All property, plant and equipment
is stated at historical cost less depreciation. Depreciation on
other assets is provided on cost or valuation less estimated
residual value in equal annual instalments over the estimated lives
of the assets. The rates of depreciation are as follows:
Computer and office
equipment 10 - 50% p.a.
Gains and losses on disposals are
determined by comparing the proceeds with the carrying amount and
are recognised in the income statement.
(i) Foreign
currency
Transactions denominated in
foreign currencies are translated into sterling at the rates ruling
at the date of the transactions. Monetary assets and liabilities
denominated in foreign currencies at the balance sheet date are
translated at the rates ruling at that date. These translation
differences are dealt with in the income statement.
Translation to presentation
currency: The results and financial position of Group entities
(none of which has the currency of a hyper‐inflationary economy) that have a
functional currency different from the presentation currency (GBP)
are translated into the presentational currency as
follows:
· assets and liabilities presented are translated at the
closing rate at the date of that reporting period;
· income and expenses are translated at average exchange rates;
and
· all
resulting exchange differences are recognised in other
comprehensive income.
On consolidation, exchange
differences arising from the translation of the net investment in
foreign operations are taken to other comprehensive
income.
(j) Revenue
recognition
Sales transactions include
software installation, software licenses, scientific and software
support and consultancy. Revenue is measured at the fair value of
the contractually agreed consideration received or receivable and
represents amounts receivable for services provided in the normal
course of business, net of VAT.
The Group recognises revenue on
the basis of following IFRS15 whereby revenue is recognised on the
promise of goods and services to the customer at the transaction
price contractually agreed and once the performance obligations
have been met. Revenue relating to software consultancy and
similar services is recognised as the services are performed and
completed. The invoice is recognised on a linear basis over the
duration of the contract. Revenue relating to the sale of software
licences such as Bleepa or associated support services is
recognised over the contractual period to which the licence relates
or the duration of the support contract.
Revenue recognised from the sale
of TexRAD software and related scientific support services are
recognised over the estimated duration of the Group's involvement
in a customer's project which is considered to represent its
performance obligation. This is that the Group will provide the
support required as agreed when the sale was made.
The difference between the amount
of revenue from contracts with customers recognised and the amount
invoiced on a particular contract is included in the statement of
financial position as contract liabilities. Normally, the full
contract value is invoiced when the customer's purchase order is
received.
Cash payments received as a result
of this advance billing are not representative of revenue earned on
the contract as revenues are recognised over the duration of the
contract (typically twelve months). Contract liabilities which are
expected to be recognised within one year are included within
current liabilities. Contract liabilities which are expected to be
recognised after one year are included within non-current
liabilities.
(k) Pension Costs
The Group operated a defined
contribution pension scheme during the year. The pension charge
represents the amounts payable by the Group to the scheme in
respect of that year.
(l)
Taxation
The tax credit represents the sum
of the current tax credit and deferred tax credit.
The tax currently payable is based
on taxable profit for the period. Taxable profit differs from net
profit as reported in the income statement because it excludes
items of income or expense that are taxable or deductible in other
years and it further excludes items that are never taxable or
deductible. The Group's liability for current tax is calculated by
using tax rates that have been enacted or substantively enacted by
the balance sheet date.
Deferred tax is the tax expected
to be payable or recoverable on differences between the carrying
amount of assets and liabilities in the financial statements and
the corresponding tax bases used in the computation of taxable
profit and is accounted for using the balance sheet liability
method. Deferred tax liabilities are recognised for all taxable
temporary differences and deferred tax assets are recognised to the
extent that it is probable that taxable profits will be available
against which deductible temporary differences can be utilised.
Such assets and liabilities are not recognised if the temporary
difference arises from the initial recognition of goodwill or from
the initial recognition (other than in 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 (which total
£4,068,136 at the 31 May 2024 year-end, 2023: £3,710,946), or
more frequently if indicators of impairment are identified. In
performing this review the Group takes into consideration various
factors, including the inherent uncertainty around winning new
contracts, the timing of those contracts, and the cash flows
expected to be generated. The impairment review has been conducted
using both a base case and a risk case scenario, applying a 5-year
net present value (NPV) value-in-use model, which compares the
estimated recoverable amount of the intangible assets to their
carrying value. For both models, management has applied the
following key assumptions:
o a
discount rate of 14.4%
o a
growth rate set to nil post FY27
o Income only based on internal expected forecasted contract
wins
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 Contract wins and timing, lower or slower conversion of
expected sales forecast impacting future cash flow
projections
o Growth rates affected due to market conditions, impacting
future cash flows
A reasonable possible change in
any of these key assumptions could result in an impairment loss.
The Group and management continue to monitor these assumptions when
reassessing the intangible assets.
· Fair
value measurement - share options and warrants issued included in
the Group's and Company's financial statements require measurement
at fair value. The calculation of fair values requires the use of
estimates and judgements, details of the valuation can be found in
Note 18 of this report.
· Revenue recognition - revenue on the sale of software and
provision of related scientific support services is recognised over
the expected duration of the group's involvement in customer's
projects as the group's staff contribute significant support,
analysis and input to those customers using our software for
research purposes. Judgement based on past experience is used to
determine the expected duration of involvement over which income
should be deferred and recognised however the duration of the
group's involvement may vary from expectations.
4. Segmental
reporting
The Directors have determined that
the operating segments based on the management reports which are
used to make strategic decisions are medical imaging and head
office. The trading activities of the Company solely relate to
Medical Imaging and the Head Office covers the costs of running the
parent company, Feedback PLC.
|
|
|
|
|
Year ended 31 May 2024
|
|
Medical
Imaging
|
Head
Office
|
Total
|
|
|
|
£
|
£
|
£
|
|
Revenue
|
|
|
|
|
|
External
|
|
1,181,544
|
-
|
1,181,544
|
|
Expenditure
|
|
|
|
|
|
Total (excluding depreciation and
amortisation)
|
(2,829,839)
|
(991,154)
|
(3,820,993)
|
|
Depreciation and
amortisation
|
(957,549)
|
-
|
(957,549)
|
|
Loss before tax
|
|
(2,605,844)
|
(991,154)
|
(3,596,998)
|
|
Tax credit
|
|
298,631
|
-
|
298,631
|
|
|
|
|
|
|
|
Balance sheet
|
|
|
|
|
|
Total assets
|
|
4,467,243
|
3,871,674
|
8,338,917
|
|
Total liabilities
|
|
(608,888)
|
(85,292)
|
(694,180)
|
|
|
|
3,858,355
|
3,786,382
|
7,644,737
|
|
|
|
|
|
|
|
Capital expenditure (all
located in the UK)
|
(1,312,824)
|
-
|
(1,312,824)
|
|
|
|
|
|
|
|
The revenues from external
customers in 2024 are comprised of the following products Bleepa:
£1,022,536, Image Engineering license fees: £121,566 and legacy
products Cadran PACS: £37,442.
|
|
Year ended 31 May 2023
|
|
Medical
Imaging
|
Head
Office
|
Total
|
|
|
|
£
|
£
|
£
|
|
Revenue
|
|
|
|
|
|
External
|
|
1,024,997
|
-
|
1,024,997
|
|
|
|
|
|
| |
|
Expenditure
|
|
|
|
|
|
Total (excluding depreciation and
amortisation)
|
|
(2,613,702)
|
(976,048)
|
(3,589,750)
|
|
Depreciation and
amortisation
|
|
(809,333)
|
|
(809,333)
|
|
Loss before tax
|
|
(2,398,038)
|
(976,048)
|
(3,374,086)
|
|
Tax credit
|
|
455,909
|
-
|
455,909
|
|
|
|
Balance sheet
|
|
Total assets
|
|
4,693,140
|
7,031,192
|
11,724,332
|
|
Total liabilities
|
|
(767,656)
|
(87,793)
|
(855,449)
|
|
|
|
3,925,484
|
6,943,399
|
10,868,883
|
|
|
|
|
|
|
|
Capital expenditure (all located in the UK)
|
|
(1,244,702)
|
-
|
(1,244,702)
|
|
|
|
|
|
|
Reported segments' assets are reconciled to total assets as
follows:
|
|
External revenue
by
|
Non-current assets
by
|
|
|
location of
customer
|
location of
assets
|
|
|
2024
|
2023
|
2024
|
2023
|
|
|
£
|
£
|
£
|
£
|
|
|
|
|
|
|
|
United Kingdom
|
1,058,956
|
873,597
|
4,081,129
|
3,725,855
|
|
Europe
|
|
2,208
|
-
|
-
|
|
Rest of the world
|
122,588
|
149,135
|
-
|
-
|
|
Total
|
1,181,544
|
1,024,940
|
4,081,129
|
3,725,855
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
£441,048 of revenue recognised in
the current year was recorded in contract liabilities in the prior
year (2023: £203,674).
Major customers
During the year ended 31 May 2024,
the Group generated £450,000 of revenue from one customer in the
United Kingdom, which is equal to 38% of total Group revenues in
the year. Major customer from the rest of the world is located in
USA and accounts for £121,566 of group revenue
generated.
5. Other
operating expenses
|
|
|
|
|
2024
|
2023
|
|
|
|
|
|
£
|
£
|
|
Administrative costs:
|
|
|
|
|
|
|
Employment and other
costs
|
|
|
|
3,834,999
|
3,553,342
|
|
Amortisation and depreciation
costs
|
|
|
|
957,549
|
809,333
|
|
|
|
|
|
4,792,548
|
4,362,675
|
|
|
|
|
|
|
|
6. Operating
loss
|
|
|
|
|
2024
|
2023
|
|
|
|
|
|
£
|
£
|
|
This is stated after
charging
|
|
|
|
|
|
|
Depreciation and
amortisation
|
|
|
|
|
|
|
Owned
assets
|
|
|
|
14,422
|
12,541
|
|
Amortisation of
intangible assets
|
|
|
|
943,128
|
796,789
|
|
Provision for doubtful
debts
|
|
|
|
(320)
|
15,401
|
|
Foreign exchange
differences
|
|
|
|
26,122
|
21,805
|
|
Auditors' remuneration
|
|
|
|
|
|
|
Audit of parent
company and group financial statements
|
22,170
|
20,700
|
|
Audit of
subsidiaries
|
|
|
|
14,780
|
13,800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
7. Net finance
income
|
|
|
|
|
2024
|
2023
|
|
|
|
|
|
£
|
£
|
|
Interest received
|
|
|
|
93,135
|
47,868
|
|
|
|
|
|
93,135
|
47,868
|
8. Directors
and employees
|
|
|
|
2024
|
2023
|
2024
|
2023
|
|
|
|
|
Average
|
Average
|
Year-end
FTE
|
Year-end
FTE
|
|
Number of employees
|
|
|
|
|
|
|
|
Selling and
distribution
|
|
|
2
|
2
|
3
|
1
|
|
Administration
|
|
|
17
|
15
|
17
|
15
|
|
Research and
development
|
|
|
7
|
6
|
7
|
8
|
|
|
|
|
26
|
23
|
27
|
24
|
|
|
|
|
|
|
2024
|
2023
|
|
|
|
|
|
|
£
|
£
|
|
Staff costs
|
|
|
|
|
|
|
|
Wages and salaries
|
|
|
|
|
2,138,863
|
1,877,036
|
|
Social security costs
|
|
|
|
|
250,428
|
231,303
|
|
Payments to defined contribution
pension scheme
|
|
|
225,800
|
179,160
|
|
Share based payment
expense
|
|
|
|
|
74,469
|
80,859
|
|
|
|
|
|
|
2,689,560
|
2,368,358
|
Details of Directors' remuneration
for the year ended 31 May 2024 and the prior year ended 31 May 2024
are set out in the Remuneration Committee report.
9. Taxation on
loss
|
|
|
|
2024
|
2023
|
|
|
|
|
£
|
£
|
|
(a)
|
The tax credit for the
year:
|
|
|
|
|
|
UK Corporation tax
|
|
(298,631)
|
(455,909)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current tax credit
|
|
(298,631)
|
(455,909)
|
|
|
|
|
(298,631)
|
(455,909)
|
|
|
|
|
|
|
|
(b)
|
Tax reconciliation
|
|
|
|
|
|
Loss before tax
|
|
(4,507,137)
|
(1,132,957)
|
|
|
|
|
|
|
|
|
Loss at the standard rate of
corporation tax in the UK of 25% (2023 - 20%)
|
|
(1,126,784)
|
(226,623)
|
|
|
Fixed asset differences
|
|
(1,665)
|
-
|
|
|
Expenses non-deductible for tax
purposes
|
|
270,884
|
16,593
|
|
|
Other permanent
differences
|
|
164
|
-
|
|
|
Other income
|
|
-
|
(447,489)
|
|
|
Additional deduction for R&D
expenditure
|
|
(345,517)
|
(362,633)
|
|
|
Surrender of tax losses for R &
D tax credit refund
|
|
448,368
|
203,611
|
|
|
Deferred tax not
recognised
|
|
455,637
|
450,728
|
|
|
Foreign tax credits
|
|
282
|
-
|
|
|
Remeasurement of deferred tax for
change in tax rates
|
|
-
|
(90,096)
|
|
|
Tax charge for the year
|
|
(298,631)
|
(455,909)
|
(c) Factors which may
affect future tax charges
In view of the tax losses carried forward there is
a deferred tax amount of approximately £1,966,621 (2023:
£1,510,984) which has not been recognised in these Financial
Statements. This contingent asset will be realised when the Group
makes sufficient taxable profits in the relevant
company.
(d) Deferred tax -
Company
In view of the tax losses carried forward there is
a deferred tax amount of approximately £1,179,468 (2023: £1,075,668
) which has not been recognised in the Company Financial
Statements. This contingent asset will be realised when the Company
makes sufficient taxable profits.
10.
Results of Feedback
Plc
As permitted by Section 408 of the
Companies Act 2006, the income and expenditure account of the
parent company is not presented as part of these financial
statements. The Company's loss for the financial year is £1,488,345
(2023 profit: £1,703,482). The loss for the financial year 2024
arises from impairment of investment in its subsidiary Feedback
Medical Ltd of £1,004,649.
11. Loss per
share
Basic loss per share is calculated
by reference to the loss on ordinary activities after taxation of
£3,298,367 (2023: £2,918,177) and on the weighted average of
13,334,659 (2023: 13,334,659) shares in issue.
|
|
|
2024
£
|
2023
£
|
|
Net
loss attributable to ordinary equity holders
|
|
(3,298,367)
|
(2,918,177)
|
|
|
|
|
|
|
|
|
2024
|
2023
|
|
Weighted average number of ordinary
shares for basic earnings per share
|
|
13,334,659
|
13,334,659
|
|
Effect of dilution:
|
|
|
|
|
Share Options
|
|
-
|
-
|
|
Warrants
|
|
-
|
-
|
|
Weighted average number of ordinary shares adjusted for the
effect of dilution
|
|
13,334,659
|
13,334,659
|
|
|
|
Loss per share (pence)
|
|
|
|
|
Basic
|
|
(24.74)
|
(21.88)
|
|
Diluted
|
|
(24.74)
|
(21.88)
|
There is no dilutive effect of the
share options and warrants as the dilution would be negative for
the periods presented. There are 1,077,490 share options
outstanding as at 31 May 2024 which could potentially dilute
basic earnings per share in the future, but were not included
in the calculation of diluted earnings per share because they are
anti-dilutive for the periods presented.
12.
Investments
|
|
|
Share in Group
undertakings
|
Total
|
|
|
Company
|
£
|
£
|
|
|
|
|
|
|
|
Cost
|
|
|
|
|
At 31 May 2022
|
2,459,804
|
2,459,804
|
|
|
Addition (see note
below)
|
9,857,991
|
9,857,991
|
|
|
At 31 May 2023
|
12,317,795
|
12,317,795
|
|
|
Addition (see note
below)
|
8,080
|
8,080
|
|
|
|
|
|
|
|
As at 31 May 2024
|
12,325,875
|
12,325,875
|
|
|
|
|
|
|
|
Provision for impairment
|
|
|
|
|
At 31 May 2022
|
2,459,804
|
2,459,804
|
|
|
Additional impairment included in
operating expenses
|
357,889
|
357,889
|
|
|
At 31 May 2023
|
2,817,693
|
2,817,693
|
|
|
Additional impairment included in
operating expenses (see note below)
|
1,004,649
|
1,004,649
|
|
|
|
|
|
|
|
At 31 May 2024
|
3,822,342
|
3,822,342
|
|
|
|
|
|
|
|
Net Book Value
|
|
|
|
|
At 31 May 2024
|
8,503,533
|
8,503,533
|
|
|
At 31 May 2023
|
9,500,102
|
|
All of the above investments are
unlisted.
The cost additions in 2024 are
comprised of £8,080 related to options in Feedback Medical Limited
which would be satisfied with Feedback Plc shares if/when they are
exercised.
The impairment loss in 2024 by the
Company (Head Office segment) relates to a £1,004,649 impairment
against the cost of investment in the principal operating
subsidiary of the Group, Feedback Medical Limited.
The carrying value of the
Company's investment in Feedback Medical Limited was £9,508,182
prior to an impairment review. The impairment review, which is
performed annually or more frequently if events or changes in
circumstances indicate a potential impairment, compares the
carrying value to the recoverable amount, being the higher of value
in use and fair value less costs to sell.
Feedback Medical Limited is the
principal operating entity of the Feedback Plc Group therefore,
consistent with prior years, management has used the Group's market
capitalisation as at 31 May 2024 (Level 1 of the fair value
hierarchy), on an adjusted basis, as a proxy for the fair value
less costs to sell of Feedback Medical Limited. Based on the
Group's market capitalisation using a three-month volume weighted
average share price as at 31 May 2024 and adjusting out the
Feedback Plc holding entity cost centre valuation (further details
provided below) and cash held by Feedback Plc at this date (Level 1
of the fair value hierarchy), management has determined the fair
value less costs to sell of Feedback Medical Limited as being
£8,503,533. On this basis, the recoverable amount has a shortfall
of the carrying value and therefore an impairment has been
recognised this year for £1,004,649, bringing the carrying value to
£8,503,533.
The Feedback Plc holding entity
cost centre valuation was based on a five-year discounted cashflow
model based on historical recurring costs as the basis for future
costs (Level 3 of the fair value hierarchy) and the discount rate
used in the calculation of net present value was 14.4% (Level 3 of
the fair value hierarchy).
Particulars of principal
subsidiary companies during the year, all the shares of which being
beneficially held by Feedback Plc, were as follows:
|
Company
|
Activity
|
Country of incorporation and operation
|
Proportion of Shares held
|
|
Brickshield Limited
|
Dormant
|
England
|
100%
Ordinary £1
|
|
|
|
|
|
|
Bleepa Limited
|
Dormant
|
England
|
100%
Ordinary £2
|
|
Feedback Medical
Limited
|
Medical Imaging
|
England
|
100%
A Ordinary £1
100% B Ordinary 1p
|
|
Feedback Medical India Private
Limited
|
Medical Imaging
|
India
|
Direct 0.1% and Indirect 99.9%
Ownership 100%
Ordinary INR 10
|
|
TexRAD Limited
|
Medical Imaging
|
England
|
100%
Ordinary 1p
|
|
All the subsidiary companies have
been included in these consolidated financial
statements.
TexRAD Limited is owned 100% by
virtue of a direct holding by Feedback plc of 91% and an indirect
holding via Feedback Medical Ltd of 9%.
Feedback Medical India Private
Limited is owned 100% by virtue of a direct holding by Feedback Plc
of 0.1% and an indirect holding via Feedback Medical Ltd of 99.9%.
Its registered office address is Shop G 183, Ground Floor,
Raghuleela, Mega Mall, SV Road, Kandivali West, Mumbai, Mumbai
City, Maharashtra, India, 400067. The statutory year end for
Feedback Medical India Private Limited is 31 March.
Each of the other subsidiary's
registered office address is 201 Temple Chambers, 3-7 Temple
Avenue, London, England, United Kingdom, EC4Y 0DT.
In accordance with section 394A of
the Companies Act 2006, a company is exempt from preparing
individual accounts for a financial year. This section 394A of the
Companies Act 2006 applies to Brickshield Limited (company
registration number 06514313) and Bleepa Limited (company
registration number 12118570).
|
13. Property, plant
and equipment
|
|
|
Computer
|
Total
|
|
|
|
Equipment
|
|
Group
|
|
£
|
£
|
|
|
|
|
|
|
Cost
|
|
|
|
|
At 31 May 2022
|
|
51,955
|
51,955
|
|
Additions
|
|
19,083
|
19,083
|
|
|
|
|
|
|
At 31 May 2023
|
|
71,038
|
71,038
|
|
Additions
|
|
12,506
|
12,506
|
|
|
|
|
|
|
As 31 May 2024
|
|
83,544
|
83,544
|
|
As 31 May 2024
|
|
83,544
|
83,544
|
|
|
|
|
|
|
Depreciation
|
|
|
|
|
At 31 May 2022
|
|
43,588
|
43,588
|
|
|
|
|
|
|
Charge for the year
|
|
12,541
|
12,541
|
|
|
|
|
|
|
At 31 May 2023
|
|
56,129
|
56,129
|
|
|
|
|
|
|
Charge for the year
|
|
14,422
|
14,422
|
|
|
|
|
|
|
At 31 May 2024
|
|
70,551
|
70,551
|
|
|
|
|
|
|
Net Book Value
|
|
|
|
|
At 31 May 2024
|
|
12,993
|
12,993
|
|
|
|
|
|
|
At 31 May 2022
|
|
14,909
|
14,909
|
14. Intangible
assets
|
|
Software
development
|
Customer
relationships
|
Intellectual
Property
|
Goodwill
|
Total
|
|
|
£
|
£
|
£
|
£
|
£
|
|
Cost
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 31 May 2022
|
4,405,073
|
100,000
|
197,852
|
271,415
|
4,974,340
|
|
|
|
Additions
|
1,225,619
|
-
|
-
|
-
|
1,225,619
|
|
At 31 May 2023
|
5,630,692
|
100,000
|
197,852
|
271,415
|
6,199,959
|
|
|
|
|
|
|
|
|
Additions
|
1,293,342
|
-
|
6,976
|
-
|
1,300,318
|
|
At 31 May 2024
|
6,924,034
|
100,000
|
204,828
|
271,415
|
7,500,277
|
|
|
|
|
|
|
|
|
|
|
At 31 May 2022
|
1,170,729
|
100,000
|
143,385
|
271,415
|
1,685,529
|
|
Amortisation charge for
year
|
781,394
|
-
|
15,395
|
-
|
796,789
|
|
Impairment
|
-
|
|
6,695
|
|
6,695
|
|
At 31 May 2023
|
1,952,123
|
100,000
|
165,475
|
271,415
|
2,489,013
|
|
|
|
|
|
|
|
|
Amortisation charge for
year
|
932,383
|
-
|
10,745
|
-
|
943,128
|
|
At 31 May 2024
|
2,884,506
|
100,000
|
176,220
|
271,415
|
3,432,141
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Book Value
|
|
|
|
|
|
|
At 31 May 2024
|
4,039,528
|
-
|
28,608
|
-
|
4,068,136
|
|
|
|
|
|
|
|
|
At 31 May 2023
|
3,678,569
|
-
|
32,377
|
-
|
3,710,946
|
|
|
|
|
|
|
|
15. Trade and other
receivables
|
|
Group
|
Company
|
|
|
2024
|
2023
|
2024
|
2023
|
|
|
£
|
£
|
£
|
£
|
|
Amounts falling due within one year
|
|
|
|
|
|
Trade receivables
|
1,110
|
130,824
|
-
|
-
|
|
Other receivables
|
10,601
|
12,795
|
9,868
|
12,563
|
|
Prepayments
|
59,720
|
81,683
|
33,715
|
44,601
|
|
Accrued Revenue
|
10,210
|
-
|
-
|
-
|
|
|
81,641
|
225,302
|
43,583
|
57,164
|
16. Trade and other
payables
|
|
Group
|
Company
|
|
|
2024
|
2023
|
2024
|
2023
|
|
|
£
|
£
|
£
|
£
|
|
Amounts falling due within one year
|
|
|
|
|
|
Trade payables
|
179,755
|
63,670
|
9,654
|
17,494
|
|
Other payables
|
21,412
|
18,073
|
-
|
-
|
|
Other taxes and social
security
|
98,394
|
146,745
|
18,503
|
17,011
|
|
Accruals
|
178,163
|
185,913
|
57,123
|
53,275
|
|
Contract liabilities
|
216,456
|
441,048
|
-
|
-
|
|
|
694,180
|
855,449
|
85,280
|
87,780
|
Neither the Group or the Company
have any borrowings and so there are no changes in liabilities
arising from external financing activities.
17. Financial
instruments
The Group's overall risk
management programme seeks to minimise potential adverse effects on
the Group's financial performance.
The Group's financial instruments
comprise cash and cash equivalents and various items such as trade
payables and receivables that arise directly from its operations.
The Group is exposed through its operations to the following
financial risks:
· Credit risk
· Foreign currency risk
· Liquidity risk
· Cash
flow interest rate risk
· Reliance on one major customer
Fair value Hierarchy
The Group uses the following
hierarchy for determining and disclosing the fair value of
financial instruments by valuation technique:
· Level 1: quoted (unadjusted) prices in active markets for
identical assets or liabilities
· Level 2: other techniques for which all inputs that have a
significant effect on the recorded fair value are observable,
either directly or indirectly
· Level 3: techniques that use inputs that have a significant
effect on the recorded fair value that are not based on observable
market data
The share options and warrants
issued by the group during prior years were valued under level
three above as noted in note 18 below.
In common with all other
businesses, the Group is exposed to risks that arise from its use
of financial instruments. This note describes the Group's
objectives, policies and processes for managing those risks.
Further quantitative information in respect of these risks is
presented throughout these financial statements. There have been no
substantive changes in the Group's exposure to financial instrument
risks and consequently the objectives, policies and processes are
unchanged from the previous period.
The Board has overall
responsibility for the determination of the Group's risk management
policies. The objective of the Board is to set policies that seek
to reduce the risk as far as possible without unduly affecting the
Group's competitiveness and effectiveness. Further details of these
policies are set out below:
Credit risk
The Group is exposed to credit
risk primarily on its trade receivables, which are spread over a
range of countries, a factor that helps to dilute the concentration
of the risk. Group policy, implemented locally, is to assess the
credit risk of each new customer before entering into binding
contracts. Each customer account is then reviewed on an ongoing
basis (at least once a year) based on available information and
payment history.
The Group applies the IFRS 9
simplified approach to measuring expected credit losses which uses
a lifetime expected credit loss allowance for all trade
receivables. The provision for credit losses on trade receivables
is based on an expected credit loss model that calculates the
expected loss applicable to the receivable balance over its
lifetime.
Expected credit losses are
calculated in accordance with the simplified approach permitted by
IFRS 9, using a provision matrix applying lifetime historical
credit loss experience to the trade receivables. An additional
provision for credit loss of £Nil has been recognised during the
year (2023: £15,401) for trade receivables measured at an amount
equal to lifetime expected credit losses.
The Group holds no collateral. It
has a minimal risk policy with funds held following fund raises so
it holds the vast majority of its cash with mainstream UK
banks.
The Group's customers were
primarily the NHS in 2024, for which the risk of default has been
assessed to be immaterial.
The carrying amount of financial
assets represents the maximum credit exposure. The maximum exposure
to credit risk at the reporting date is:
|
|
|
|
|
|
|
|
2024
|
2023
|
2024
|
2023
|
|
|
£
|
£
|
£
|
£
|
|
Trade and other
receivables
|
81,641
|
225,302
|
43,583
|
57,164
|
|
Loans to subsidiary
companies
|
-
|
-
|
3,132,873
|
393,170
|
|
Cash and cash
equivalents
|
3,877,503
|
7,317,534
|
3,828,092
|
6,974,028
|
|
|
3,959,144
|
7,542,836
|
7,004,548
|
7,424,362
|
|
All financial assets mention in
the above table are measured at amortised cost.
The measurement basis is
determined by reference to both the business model for managing the
financial asset and the contractual cash flow characteristics of
the financial asset. The group's financial assets comprise of trade
and other receivables and cash and cash equivalents. Trade
receivables are measured at amortised cost and are carried at the
original invoice amount less allowances for expected credit
losses.
Analysis of trade receivables
|
|
|
|
Total
|
Current
|
30 days past
due
|
60 days past
due
|
90 days past
due
|
|
|
|
£
|
£
|
£
|
£
|
£
|
|
|
Group
|
|
|
|
|
|
|
|
2024
|
1,110
|
-
|
1,110
|
-
|
-
|
|
|
2023
|
130,824
|
2,640
|
-
|
128,184
|
-
|
|
|
|
|
|
|
|
|
|
|
Company
|
|
|
|
|
|
|
|
2024
|
-
|
-
|
-
|
-
|
-
|
|
|
2023
|
-
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|
|
|
|
|
|
| |
Foreign currency risk
Foreign exchange transaction risk
arises when the Group enters into transactions denominated in a
currency other than the functional currency.
Foreign currency amounts generated
from trading are converted back to sterling and required foreign
currency amounts for suppliers will be converted from sterling and
the use of forward currency contracts is considered. However, the
Group does not currently use any forward contracts.
The Group's main foreign currency
risk is the short-term risk associated with accounts receivable and
payable denominated in currencies that are not the subsidiaries'
functional currency. The risk arises on the difference in the
exchange rate between the time invoices were raised/received and
the time invoices were settled/paid.
The following table shows the net
assets, stated in pounds sterling, exposed to exchange rate risk
that the Group and Company had at 31 May 2024.
|
|
|
2024
|
2023
|
2024
|
2023
|
|
|
|
|
|
|
|
|
|
|
£
|
£
|
£
|
£
|
|
Trade Receivables
|
|
-
|
-
|
-
|
-
|
As at 31 May 2024 £Nil (2023:
£Nil) of Feedback Medical's net trade receivables are denominated
in foreign currency. A 5% increase/fall in exchange rates would
lead to a profit/loss of £Nil (2023: £Nil).
The Directors do generally
consider it necessary to enter into derivative financial
instruments to manage the exchange risk arising from its
operations. However, from time to time where the Directors
consider foreign currencies are weak and it is known that there
would be a requirement to purchase those currencies, forward
arrangements may be entered into. There were no outstanding forward
currency arrangements as at 31 May 2024 or as at 31 May
2023.
Liquidity risk
Cash flow forecasting is performed
for both the Group and in the operating entities of the Group.
Rolling forecasts of the Group's liquidity requirements are
monitored to ensure it has sufficient cash to meet operational
needs.
|
Financial liabilities measured at amortised
cost
|
|
|
|
|
|
|
|
|
|
Group
|
Company
|
|
|
|
|
2024
|
2023
|
2024
|
2023
|
|
|
|
|
£
|
£
|
|
|
|
Trade and other
payables
|
|
|
201,167
|
81,743
|
9,654
|
17,494
|
|
|
|
|
|
|
|
|
|
The following are maturities of
financial liabilities, including estimated contracted interest
payments.
|
|
|
Carrying
amount
£
|
Contractual cash
flow
£
|
6 months or
less
£
|
|
|
|
|
|
|
Group
|
|
|
|
|
2024
|
201,167
|
201,167
|
201,167
|
|
2023
|
81,743
|
81,743
|
81,743
|
|
|
|
|
|
|
Company
|
|
|
|
|
2024
|
9,654
|
9,654
|
9,654
|
|
2023
|
17,494
|
17,494
|
17,494
|
Cash flow interest rate risk
The Group presently has no
substantial interest rate risk exposure.
Capital under management
The Group considers its capital to
comprise its ordinary share capital, share premium, capital
reserve, and accumulated retained earnings.
The Group's objectives when managing the capital are:
●
To safeguard the Group's ability to remain a
going concern.
●
To maximise returns for shareholders in order to
meet capital requirements and appropriately adjust the capital
structure, the Group may issue new shares, dispose of assets to pay
down debt, return capital to shareholders and vary dividend
payments.
There have been no changes to the
group's capital management objectives in the year, and there have
been no changes to the group's exposure to financial instrument
risk in the year.
18. Share capital
and reserves
|
Allotted, called up and fully paid
ordinary shares:
|
|
|
2024
|
2023
|
|
|
Number
|
Number
|
|
As at start of period (01
June)
|
13,334,659
|
2,666,931,677
|
|
200:1 Share consolidation (see
note below)
|
-
|
(2,653,597,018)
|
|
As at end of period (31
May)
|
13,334,659
|
13,334,659
|
During 2023, a 200:1 share
consolidation occurred whereby existing ordinary shares of £0.0025
nominal value each were consolidated into new ordinary shares of
£0.50 nominal value each.
Share Options
Share options are granted to
directors and employees. Options are conditional on the employee
completing a specific length of service (the vesting period). The
options are exercisable from the end of the vesting period and
lapse after ten years after the grant date. The Group has no legal
or constructive obligation to repurchase or settle the options in
cash.
During the year, the Company had
the following share options in issue:
|
Grant Date
|
No. options as at 31 May
2023
|
Granted in
year
|
Lapsed in
year
|
No. options as at 31 May
2024
|
Exercise price
(pence)
|
Exercisable period
|
|
|
|
|
|
|
|
|
|
21 May 14(1)
|
12,000
|
-
|
12,000
|
-
|
250
|
21 May 15 - 19 May 24
|
|
21 May 14(1)
|
20,000
|
-
|
20,000
|
-
|
600
|
21 May 15 - 19 May 24
|
|
21 May 14(1)
|
20,000
|
-
|
20,000
|
-
|
1,000
|
21 May 15 - 19 May 24
|
|
26 June
18(3)
|
14,000
|
-
|
-
|
14,000
|
372
|
01 March 19 - 26 June
28
|
|
09 April
19(2)
|
46,660
|
-
|
-
|
46,660
|
218
|
09 April 19 - 09 April
29
|
|
23 April
20(4)
|
75,000
|
-
|
-
|
75,000
|
240
|
01 June 20 - 24 April
30
|
06 August
20(5)
|
67,493
|
-
|
-
|
67,493
|
240
|
06 August 20 - 06 August
30
|
|
23 February
22(6)
|
726,184
|
-
|
2,432
|
723,752
|
140
|
31 May 22 - 31 May 30
|
|
23 February
22(7)
|
83,859
|
-
|
-
|
83,859
|
140
|
23 February 23 - 23 February
32
|
|
28 May 24(8)
|
-
|
49,188
|
-
|
49,188
|
140
|
31 May 25 - 31 May 32
|
|
28 May 24(9)
|
-
|
17,538
|
-
|
17,538
|
140
|
31 May 25 - 31 May 32
|
|
|
1,065,196
|
66,726
|
54,432
|
1,077,490
|
|
|
1. Options vest in full on
the anniversary of the date of grant
2. Options vest immediately
upon date of grant.
3. Options vest in full on
01 March 19.
4. Options vest over three
years as to one-third on 01 June 20, one-third on 01 June 21, and
one-third on 01 June 22
5. Options vest over three
years as to one-third on 06 August 20, one-third on 06 August 21,
and one-third on 06 August 22
6. Options vest based on
share price performance conditions as to one- third when the 60 day
weighted average share price reaches 240p at any time during the
period from 31 May 2022 to 31 May 2025, one- third when the 60 day
weighted average share price reaches 372p at any time during the
period from 31 May 2023 to 31 May 2025, and one- third when the 60
day weighted average share price reaches 600p at any time during
the period from 31 May 2024 to 31 May 2025
7. Options vest over three
years as to one-third on the first anniversary of the date of
grant, one-third on the second anniversary of the date of grant,
and one-third on the third anniversary of the date of
grant
8. Options vest based on
share price performance conditions - first third when SP hits 240p
(from 31/05/25 onwards), 2nd third when share price hits 372p (from
31/05/26 onwards) and final third when share price hits 600p (from
31/05/27 onwards)
9. 50% of Options vest
based on share price performance conditions - first third when SP
hits 240p (from 31/05/25 onwards), 2nd third when share price hits
372p (from 31/05/26 onwards) and final third when share price hits
600p (from 31/05/27 onwards). 50% of Options vest over
three years - of which: one-third in May 2025, one-third in May
2026 and one-third in May 2027.
For the options granted by the
parent company to directors and employees on 28 May 2024 with no
performance conditions, the following assumptions were made for
valuation purposes using the Black-Scholes option pricing
model:
· Risk-free rate: 4.54% based on the five-year UK
gilt
· Expected volatility: 60% based on Medical Services sector as
published in the Risk Measurement Service, London Business School
manual (65%) and Feedback's volatility over the last three years
before the grant date (58%)
· Expected life: Four years
· Share
price at time of grant: £0.69
· Estimated fair value of each option at measurement date:
£0.21
For the options granted by the
parent company to directors and employees on 28 May 2024 with share
price performance conditions, the following assumptions were made
for valuation purposes using the Monte Carlo option Pricing
Model:
· Risk-free rate: 4.54% based on the five-year UK
gilt
· Expected volatility: 60% based on Medical Services sector as
published in the Risk Measurement Service, London Business School
manual (65%) and Feedback's volatility over the last three years
before the grant date (58%)
· Expected life: 4.5 years
· Estimated fair value of each option at measurement date:
£0.10
The following table illustrates
the number and weighted average exercise prices of, and movements
in, share options during the year:
|
|
Number
|
Weighted average exercise
price
|
|
|
2024
|
2023
|
2024
|
2023
|
|
|
|
|
Pence
|
Pence
|
|
Outstanding at 01 June
|
1,065,196
|
1,086,696
|
186
|
189
|
|
Granted in year
|
66,726
|
-
|
-
|
-
|
|
Lapsed in year
|
54,432
|
21,500
|
649
|
326
|
|
Outstanding at 31 May
|
1,077,490
|
1,065,196
|
160
|
186
|
Warrants
Warrants were issued to the
vendors of TexRAD Limited at the time of acquisition. The warrants
are exercisable from the end of the vesting period and lapse ten
years after the grant date. The Group has no legal or constructive
obligation to repurchase or settle the warrants in cash.
|
At 31 May
2023
|
Granted
|
Expired
|
At 31 May
2024
|
Exercise price
(pence)
|
Exercisable
period
|
|
|
|
|
|
|
|
|
21,000
|
-
|
21,000
|
-
|
250
|
19/05/16 to 19/05/24
|
|
91,000
|
-
|
91,000
|
-
|
600
|
19/05/17 to 19/05/24
|
|
112,000
|
-
|
112,000
|
-
|
|
|
There are no outstanding warrants
at the end of 31 May 2024 with opening outstanding warrants
expiring on the 19th May 2024.
Reserves
The nature and purpose of each
reserve within equity is as follows:
|
Share premium
|
· Amount subscribed for share capital in excess of nominal
value
|
|
Capital reserve
|
· Reserve on consolidation of subsidiaries
|
|
Translation reserve
|
· Gains
and losses on the translation of overseas operations into
GBP
|
|
|
|
Retained earnings
|
· All
other net gains and losses and transactions with owners not
recognised elsewhere
|
|
Share Option Reserve
|
· Fair
value of share options issued
|
19.
Pensions
The Company operated a defined
contribution scheme during the year and the assets of the scheme
are held separately from those of the Group in an independently
administered fund. The pension cost represents contributions
payable and amounted to £225,800 (2023: £179,160). A balance of
£20,986 (2023: £17,084) was payable at the year end.
20. Related party
transactions
Key management personnel
Details of Directors' remuneration
for the year ended 31 May 2024 and the prior year ended 31 May 2023
are set out in the Remuneration Committee report.
Management fee from Company to subsidiaries
Feedback Plc invoiced Feedback
Medical Limited £401,282 for the management fee related to 2024
(2023: £359,716), with a balance of £3,123,497 being receivable as
at the year end. Feedback Plc invoiced Texrad Limited £6,888 for
the management fee related to 2024 (2023: £34,806), with a balance
of £10,846 being receivable as at the year end.
The Directors interests in shares
of the Company are contained in the Directors' Report.
21. Post balance
sheet events
On 04 November 2024 the Company
will announce a placing by way of an accelerated bookbuild with
closing of the placing expected on the same day and a subscription
of new ordinary shares to raise approximately £5.2m (before
expenses). In addition, on 04 November 2024 the Company will
announce its intention to launch a retail offer to qualifying
retail investors in the UK to raise a further up to £1.0m (before
expenses). Subject to closing, the placing, subscription and retail
offer is conditional on shareholder approval at the forthcoming
annual general meeting.
22. Ultimate
controlling party
There is no ultimate controlling party.