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Registration number: 11523443

Imaging Holdings Company Limited
Annual Report and Consolidated Financial Statements
for the Year Ended 31 March 2025

Imaging Holdings Company Limited

Contents

Company Information | 1
Directors' Report | 2
Strategic Report | 3
Statement of Directors' Responsibilities | 4
Independent Auditor's Report | 5 to 7
Consolidated Profit and Loss Account | 8
Consolidated Balance Sheet | 9
Balance Sheet | 10
Consolidated Statement of Changes in Equity | 11
Statement of Changes in Equity | 12
Consolidated Statement of Cash Flows | 13
Notes to the Financial Statements | 14 to 27

Imaging Holdings Company Limited

Company Information

Directors | S E Bird S J C Gray C McLean

Registered office | Unit 5 The Enterprise Centre Kelvin Lane Crawley RH10 9PE

Auditors | Hazlewoods LLP Windsor House Bayshill Road Cheltenham GL50 3AT

Imaging Holdings Company Limited

Directors' Report for the Year Ended 31 March 2025

The directors present their report and the for the year ended 31 March 2025.

Directors of the company

The directors who held office during the year were as follows:

S Adkin (resigned 30 November 2025)

S E Bird

S J C Gray

L E Lander (resigned 21 October 2025)

C McLean (appointed 1 November 2024)

P O Randell (resigned 21 September 2024)

A Woods (appointed 19 December 2024 and resigned 2 September 2025)

Financial instruments

Objectives and policies

The board constantly monitors the Group's trading results and revise projections as appropriate to ensure that the Group can meet its future obligations as they fall due.

Price risk, credit risk, liquidity risk and cash flow risk

The Group is exposed to the usual credit and cash flow risks associated with selling on credit and manages this through credit control procedures. The Group's bank loans and loan stock are subject to price and liquidity risk as disclosed in note 18 to the financial statements.
The Group has sufficient resources available and the directors have prepared forecasts for the next 12 months that indicate that this will continue to be the case and that these cash flows will be sufficient for the Group to meet its financing commitments as they fall due. The directors therefore have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future and have continued to adopt the going concern basis in preparing the financial statements.

Disclosure of information to the auditor

Each director has taken the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.

Approved by the Board on 9 December 2025 and signed on its behalf by:

C McLean
Director

Imaging Holdings Company Limited

Strategic Report for the Year Ended 31 March 2025

The directors present their strategic report for the year ended 31 March 2025.

Principal activity

The principal activity of the group is the provision of medical imaging and health diagnostic services. The principal activity of the company is that of a holding company.

Fair review of the business

The results for the period, which are set out in the consolidated profit and loss account, show turnover of £23,622,040 (2024 - £21,649,838) and an operating loss of £651,885 (2024 - £860,989). At 31 March 2025, the Group had total assets less current liabilities of £14,504,697 (2024 - £15,579,819). The directors consider the performance for the period and the financial position at the period end to be satisfactory.

The Group uses a number of financial key performance indicators (KPI's), the principal KPI's are:
- Turnover and loss before tax as noted on page 8;
- Diagnostic activity and fee income;
- % NHS/Private patient income;
- Equipment capacity and utilisation;
- Staffing cost per modality.

Principal risks and uncertainties

One of the core business principles of developing strong collaborative working with NHS partners continues to deliver positive results. Longer term contracts, delivered through the CDC programme, aligned with a willingness to operate flexibly, delivers improved asset utilisation and increased revenues and this remains an objective. However inflationary pressure on staffing and utility costs set against fixed NHS tariff pricing remains a challenge to control margin erosion and the ability therefore to remain even more commercially focussed in this sector is paramount. The business continues to look at ways to increase productivity and number of scans per day to respond to growing demand from both the NHS and the private sector.

Future developments

The Group will continue to develop and expand within the wider NHS diagnostic imaging arena. The recent change of government in 2024, and the associated focus on reducing wait times, creates an opportunity for the group to support both the public and private sectors. Future expansion will include new locations, additional scanners in the current locations and adding new pathways. This alongside maximising the already well established NHS partnership and collaboration activity delivered within Sussex.
The self pay and insured diagnostic market opportunity remains strong and demand continues to grow. Accordingly the Group now offers further imaging modalities, in more locations, in order to maximise the opportunity from this patient driven growth agenda. A strategic plan to open further high quality specialist diagnostic imaging and wellness centres has been developed and the Group will be looking positively at expansion within the wider private pay and insured market.
Both of the sectors within which the Group operates will be subject to development and growth and the Group is well placed to capitalise on its reputation for high quality service provision.

Approved by the Board on 9 December 2025 and signed on its behalf by:

C McLean
Director

Imaging Holdings Company Limited

Statement of Directors' Responsibilities

The directors are responsible for preparing the Directors' Report, Strategic Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

• | select suitable accounting policies and apply them consistently;
• | make judgements and accounting estimates that are reasonable and prudent;
• | state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
• | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Imaging Holdings Company Limited

Independent Auditor's Report to the Members of Imaging Holdings Company Limited

Opinion

We have audited the financial statements of Imaging Holdings Company Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2025, which comprise the Consolidated Profit and Loss Account, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• | give a true and fair view of the state of the group's and the parent company's affairs as at 31 March 2025 and of the group's loss for the year then ended;
• | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
• | have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Imaging Holdings Company Limited

Independent Auditor's Report to the Members of Imaging Holdings Company Limited

Opinion on other matter prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

• | the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• | the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

• | adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
• | the parent company financial statements are not in agreement with the accounting records and returns; or
• | certain disclosures of directors' remuneration specified by law are not made; or
• | we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group’s and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Extent to which the audit was capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
We considered the nature of the group’s industry and its control environment and reviewed the groups’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management about their own identification and assessment of the risks of irregularities.
We obtained an understanding of the legal and regulatory framework that the group operates in and identified the key laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements, including the UK Companies Act and tax legislation, and, those that do not have a direct effect on the financial statements but compliance with which may be fundamental to the group’s ability to operate or to avoid a material penalty.
We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.

Imaging Holdings Company Limited

Independent Auditor's Report to the Members of Imaging Holdings Company Limited

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override of controls. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.
In addition to the above, our procedures to respond to the risks identified included the following:

• | reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

• | performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatements due to fraud;

• | enquiring of management concerning actual and potential litigation and claims and instances of non-compliance with laws and regulations; and

• | reading minutes of meetings of those charged with governance.

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

A further description of our responsibilities is available on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Martin Howard (Senior Statutory Auditor)
For and on behalf of Hazlewoods LLP, Statutory Auditor
Windsor House
Bayshill Road
Cheltenham
GL50 3AT

9 December 2025

Imaging Holdings Company Limited

Consolidated Profit and Loss Account for the Year Ended 31 March 2025

| Notes | 2025 £ | 2024 £
Turnover | 3 | 23,622,040 | 21,649,838
Cost of sales |  | (11,815,008) | (11,046,025)
Gross profit |  | 11,807,032 | 10,603,813
Administrative expenses |  | (8,900,779) | (8,471,876)
Other operating income | 4 | 503,138 | 613,990
Operating profit before exceptional items and depreciation (EBITDA) |  | 3,409,391 | 2,745,927
Exceptional items | 6 | (1,102,973) | (621,042)
Depreciation |  | (2,958,303) | (2,985,874)
Operating loss | 5 | (651,885) | (860,989)
Other interest receivable and similar income |  | 265 | 292
Interest payable and similar charges | 7 | (2,285,971) | (2,152,403)
Loss before tax |  | (2,937,591) | (3,013,100)
Taxation | 11 | (784,933) | 497,677
Loss for the financial year |  | (3,722,524) | (2,515,423)

The above results were derived from continuing operations.

The group has no recognised gains or losses for the year other than the results above.

Imaging Holdings Company Limited

(Registration number: 11523443)
Consolidated Balance Sheet as at 31 March 2025

| Notes | 2025 £ | 2024 £
Fixed assets |  |  |
Intangible assets | 12 | 1,766,125 | 2,343,010
Tangible assets | 13 | 10,161,872 | 9,855,210
Other financial assets | 15 | 185,000 | 185,000
|  | 12,112,997 | 12,383,220
Current assets |  |  |
Debtors: Amounts falling due within one year | 16 | 4,272,889 | 4,095,802
Debtors: Amounts falling due after more than one year | 16 | 1,895,713 | 2,680,646
Cash at bank and in hand |  | 1,639,048 | 1,330,141
|  | 7,807,650 | 8,106,589
Creditors: Amounts falling due within one year | 17 | (5,415,950) | (4,909,990)
Net current assets |  | 2,391,700 | 3,196,599
Total assets less current liabilities |  | 14,504,697 | 15,579,819
Creditors: Amounts falling due after more than one year | 17 | 29,579,552 | 26,932,150
Capital and reserves |  |  |
Called up share capital | 20 | 4,019 | 4,019
Other reserves |  | 2,761,497 | 2,761,497
Profit and loss account |  | (17,840,371) | (14,117,847)
Equity attributable to owners of the company |  | (15,074,855) | (11,352,331)
Total capital, reserves and long term liabilities |  | 14,504,697 | 15,579,819

Approved and authorised by the Board on 9 December 2025 and signed on its behalf by:

C McLean
Director

Imaging Holdings Company Limited

(Registration number: 11523443)
Balance Sheet as at 31 March 2025

| Notes | 2025 £ | 2024 £
Fixed assets |  |  |
Investments | 14 | 4,386,149 | 4,386,149
Current assets |  |  |
Debtors | 16 | 12,153,482 | 11,028,551
Cash at bank and in hand |  | 352,523 | 452,663
|  | 12,506,005 | 11,481,214
Creditors: Amounts falling due within one year | 17 | (6,108) | (6,313)
Net current assets |  | 12,499,897 | 11,474,901
Total assets less current liabilities |  | 16,886,046 | 15,861,050
Creditors: Amounts falling due after more than one year | 17 | 17,262,459 | 16,039,103
Capital and reserves |  |  |
Called up share capital | 20 | 4,019 | 4,019
Profit and loss account |  | (380,432) | (182,072)
Total equity |  | (376,413) | (178,053)
Total capital, reserves and long term liabilities |  | 16,886,046 | 15,861,050

The company made a loss after tax for the financial year of £198,360 (2024 - £121,454).

Approved and authorised by the Board on 9 December 2025 and signed on its behalf by:

C McLean
Director

Imaging Holdings Company Limited

Consolidated Statement of Changes in Equity for the Year Ended 31 March 2025
Equity attributable to the parent company

| Share capital £ | Other reserves £ | Profit and loss account £ | Total £
At 1 April 2024 | 4,019 | 2,761,497 | (14,117,847) | (11,352,331)
Loss for the year | - | - | (3,722,524) | (3,722,524)
At 31 March 2025 | 4,019 | 2,761,497 | (17,840,371) | (15,074,855)

| Share capital £ | Other reserves £ | Profit and loss account £ | Total £
At 1 April 2023 | 3,731 | 2,761,497 | (11,602,424) | (8,837,196)
Loss for the year | - | - | (2,515,423) | (2,515,423)
New share capital subscribed | 288 | - | - | 288
At 31 March 2024 (as restated) | 4,019 | 2,761,497 | (14,117,847) | (11,352,331)

Other reserves above represents the merger reserve created on the group reconstruction that resulted in Imaging Holdings Company Limited acquiring the majority of the shares of Medical Imaging Partnership Limited by way of share-for-share exchange in September 2018. Further details can be found in note 2.

Imaging Holdings Company Limited

Statement of Changes in Equity for the Year Ended 31 March 2025

| Share capital £ | Profit and loss account £ | Total £
At 1 April 2024 | 4,019 | (182,072) | (178,053)
Loss for the year | - | (198,360) | (198,360)
At 31 March 2025 | 4,019 | (380,432) | (376,413)

| Share capital £ | Profit and loss account £ | Total £
At 1 April 2023 | 3,731 | (60,618) | (56,887)
Loss for the year | - | (121,454) | (121,454)
New share capital subscribed | 288 | - | 288
At 31 March 2024 | 4,019 | (182,072) | (178,053)

Imaging Holdings Company Limited

Consolidated Statement of Cash Flows for the Year Ended 31 March 2025

| 2025 £ | 2024 £
Cash flows from operating activities
Loss for the year | (3,722,524) | (2,515,423)
Adjustments to cash flows from non-cash items |  |
Depreciation and amortisation | 2,958,303 | 2,985,874
Profit on disposal of tangible assets | - | (86,231)
Finance income | (265) | (292)
Finance costs | 2,285,971 | 2,152,403
Income tax expense | 784,933 | (497,677)
| 2,306,418 | 2,038,654
Working capital adjustments |  |
Increase in debtors | (177,087) | (498,550)
Increase in creditors | 452,902 | 399,382
Net cash flow from operating activities | 2,582,233 | 1,939,486
Cash flows from investing activities |  |
Interest received | 265 | 292
Acquisitions of tangible assets | (478,524) | (328,379)
Proceeds from sale of tangible assets | - | 237,963
Net cash flows from investing activities | (478,259) | (90,124)
Cash flows from financing activities |  |
Interest paid | (58,363) | (49,175)
Issue of ordinary shares | - | 5
Repayment of loans | (66,667) | (200,000)
Repayment of finance leases | (1,670,037) | (1,790,086)
Net cash flows from financing activities | (1,795,067) | (2,039,256)
Net increase/(decrease) in cash and cash equivalents | 308,907 | (189,894)
Cash and cash equivalents at 1 April | 1,330,141 | 1,520,035
Cash and cash equivalents at 31 March | 1,639,048 | 1,330,141

Imaging Holdings Company Limited

Notes to the Financial Statements for the Year Ended 31 March 2025

| 1 | General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
Unit 5
The Enterprise Centre
Kelvin Lane
Crawley
RH10 9PE

| 2 | Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.

Basis of preparation

These financial statements have been prepared using the historical cost convention except for, where disclosed in these accounting policies, certain items that are shown at fair value.

The presentational currency of the financial statements is Pounds Sterling, being the functional currency of the primary economic environment in which the company operates. Monetary amounts in these financial statements are rounded to the nearest Pound.

Going concern

The directors have reviewed the group's projections for the future and have reasonable expectation that the group and company will have adequate resources to continue in operational existence for the foreseeable future. The company's ability to continue as a going concern is reliant on the support of its creditors and in the opinion of the directors this support will continue for the foreseeable future. The company therefore continues to adopt the going concern basis in preparing its financial statements.

Basis of consolidation

The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 March 2025.

A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.
The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.
The acquisition of Medical Imaging Partnership Limited by Imaging Holdings Company Limited on 14 September 2018 was effected via a share-for-share exchange. No goodwill has been recognised on the acquisition. A merger reserve has been created within equity arising from the difference between the respective share capital values of the two companies.

Imaging Holdings Company Limited

Notes to the Financial Statements for the Year Ended 31 March 2025

Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.

Critical accounting judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Judgements

At year end the directors have, based on forecast results and using their judgement, recognised a deferred tax asset on the basis that it meets the recognition criteria of an asset in that it is measureable and it is virtually certain that the accumulated taxable losses will be offset by taxable profits in the coming years.

Key sources of estimation uncertainty

No key sources of estimation uncertainty have been identified by management in preparing these financial statements other than those detailed in these accounting policies.

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the provision of services in the ordinary course of the company’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the company. The company recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity and specific criteria have been met for each of the company's activities.

Tax

The tax expense for the period comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a charge attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

Deferred income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements and on unused tax losses or tax credits in the group. Deferred income tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Tangible assets

Tangible assets are stated in the statement of financial position at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Imaging Holdings Company Limited

Notes to the Financial Statements for the Year Ended 31 March 2025

Asset class | Depreciation method and rate
Land and buildings | Over 25 years
Furniture, fittings and equipment | 10% - 50% straight line and 15% reducing balance depending on the specific class of FFE.

Intangible assets

Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date.
Negative goodwill arising on an acquisition is recognised on the face of the balance sheet on the acquisition date and subsequently the excess up to the fair value of non-monetary assets acquired is recognised in profit or loss in the periods in which the non-monetary assets are recovered.

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:

Asset class | Amortisation method and rate
Goodwill | Straight line over 10 years

Investments

Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits and are subject to an insignificant risk of change in value.

Trade debtors

Trade debtors are amounts due from customers for services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. All trade debtors are repayable within one year and hence are included at the undiscounted cost of cash expected to be received. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the debtors.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and all are repayable within one year and hence are included at the undiscounted amount of cash expected to be paid.

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Imaging Holdings Company Limited

Notes to the Financial Statements for the Year Ended 31 March 2025

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee.
Assets held under finance leases are recognised at the lower of their fair value at inception of the lease and the present value of the minimum lease payments. These assets are depreciated on a straight-line basis over the shorter of the useful life of the asset and the lease term. The corresponding liability to the lessor is included in the Balance Sheet as a finance lease obligation.
Lease payments are apportioned between finance costs in the Profit and Loss Account and reduction of the lease obligation so as to achieve a constant periodic rate of interest on the remaining balance of the liability.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

Imaging Holdings Company Limited

Notes to the Financial Statements for the Year Ended 31 March 2025

Financial instruments

Classification
Financial instruments are classified and accounted for according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Where shares are issued, any component that creates a financial liability of the company is presented as a liability on the balance sheet. The corresponding dividends relating to the liability component are charged as interest expenses in the profit and loss account.
Recognition and measurement
All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.
Impairment
Assets, other than those measured at fair value, are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss as described below.
A non financial asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.
The recoverable amount of goodwill is derived from measurement of the present value of the future cash flows of the cash-generating units ('CGUs') of which the goodwill is a part. Any impairment loss in respect of a CGU is allocated first to the goodwill attached to that CGU, and then to other assets within that CGU on a pro-rata basis.
Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised. Where a reversal of impairment occurs in respect of a CGU, the reversal is applied first to the assets (other than goodwill) of the CGU on a pro-rata basis and then to any goodwill allocated to that CGU.
For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.
For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.
Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

| 3 | Turnover

The total turnover of the company has been derived from its principal activity wholly undertaken in the United Kingdom and from the rendering of services.

Imaging Holdings Company Limited

Notes to the Financial Statements for the Year Ended 31 March 2025

| 4 | Other operating income

The analysis of the group's other operating income for the year is as follows:

| 2025 £ | 2024 £
Miscellaneous other operating income | 503,138 | 613,990

Included in miscellaneous other operating income is rental income of £289,232 (2024 - £475,880) and other miscellaneous income of £213,906 (2024 - £138,110).

| 5 | Operating loss

Arrived at after charging

| 2025 £ | 2024 £
Depreciation expense | 2,381,418 | 2,408,989
Amortisation expense | 576,885 | 576,885
Operating lease expense - property | 1,183,250 | 1,402,468
Operating lease expense - plant and machinery | 204,203 | 133,531

| 6 | Exceptional items

| 2025 £ | 2024 £
Exceptional expenses | 1,102,973 | 621,042

Exceptionals in the current year consist of one-off settlement costs, internal restructure costs and an onerous lease.
Exceptionals in the prior year consisted of one-off settlement costs, provision for prior year bad debt, consultancy fees and offset by a profit on disposal of a scanner in the year.

| 7 | Interest payable and similar expenses

| 2025 £ | 2024 £
Interest on obligations under finance leases and hire purchase contracts | 403,260 | 403,969
Interest expense on other finance liabilities | 1,882,711 | 1,748,434
| 2,285,971 | 2,152,403

Imaging Holdings Company Limited

Notes to the Financial Statements for the Year Ended 31 March 2025

| 8 | Staff costs

The aggregate payroll costs (including directors' remuneration) were as follows:

| 2025 £ | 2024 £
Wages and salaries | 6,850,574 | 6,419,500
Social security costs | 411,000 | 348,226
Pension costs, defined contribution scheme | 100,270 | 104,539
| 7,361,844 | 6,872,265

The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:

| 2025 No. | 2024 No.
Administration and support | 67 | 76
Other departments | 105 | 105
| 172 | 181

Company
The company incurred no staff costs and had no employees other than the directors.

| 9 | Directors' remuneration

The directors' remuneration for the year was as follows:

| 2025 £ | 2024 £
Remuneration | 722,702 | 266,249
Contributions paid to money purchase schemes | 12,276 | 9,860
| 734,978 | 276,109

During the year the number of directors who were receiving benefits and share incentives was as follows:

| 2025 No. | 2024 No.
Accruing benefits under money purchase pension scheme | 4 | 2

In respect of the highest paid director:

| 2025 £ | 2024 £
Remuneration | 304,774 | 169,683

| 10 | Auditors' remuneration

| 2025 £ | 2024 £
Audit of these financial statements | 29,700 | 28,500
Other fees to auditors |  |
All other non-audit services | 14,050 | 13,500

Non-audit services above represent statutory accounts services of £7,600 (2024 - £7,300) and taxation services of £6,450 (2024 - £6,200).

Imaging Holdings Company Limited

Notes to the Financial Statements for the Year Ended 31 March 2025

| 11 | Taxation

Tax charged/(credited) in the profit and loss account

| 2025 £ | 2024 £
Deferred taxation |  |
Arising from origination and reversal of timing differences | 66,111 | (497,677)
Arising from previously unrecognised tax loss, tax credit or temporary difference of prior periods | 718,822 | -
Total deferred taxation | 784,933 | (497,677)

The tax on profit before tax for the year is higher than the standard rate of corporation tax in the UK (2024 - higher than the standard rate of corporation tax in the UK) of 25% (2024 - 25%).
The differences are reconciled below:

| 2025 £ | 2024 £
Loss before tax | (2,937,591) | (3,013,100)
Corporation tax at standard rate | (734,398) | (753,275)
Effect of expense not deductible in determining taxable profit (tax loss) | 263,140 | 232,763
Adjustment to deferred tax charge in respect of prior period - goodwill | 336,266 | (336,266)
Deferred tax expense from unrecognised tax loss or credit | 509,982 | 254,683
Adjustment to deferred tax charge in respect of prior period - fixed assets | 382,556 | -
Tax increase from effect of capital allowances and depreciation | 27,387 | 104,418
Total tax charge/(credit) | 784,933 | (497,677)

Deferred tax

Group

Deferred tax assets and liabilities

2025 | Asset £
Fixed asset timing differences | (842,247)
Short term timing differences | 403,759
Tax losses carried forward | 2,334,201
| 1,895,713

2024 | Asset £
Fixed asset timing differences | 317,137
Short term timing differences | 273,925
Tax losses carried forward | 2,089,584
| 2,680,646

There are £4,208,884 of unused tax credits (2024 - £3,399,168) for which no deferred tax asset is recognised in the balance sheet.

Imaging Holdings Company Limited

Notes to the Financial Statements for the Year Ended 31 March 2025

| 12 | Intangible assets

Group

| Goodwill £
Cost
At 1 April 2024 and at 31 March 2025 | 5,768,851
Amortisation
At 1 April 2024 | 3,425,841
Amortisation charge | 576,885
At 31 March 2025 | 4,002,726
Carrying amount
At 31 March 2025 | 1,766,125
At 31 March 2024 | 2,343,010

| 13 | Tangible assets

Group

| Freehold land and buildings £ | Furniture, fittings and equipment £ | Assets under construction £ | Total £
Cost
At 1 April 2024 | 2,130,676 | 17,140,887 | - | 19,271,563
Additions | 306,085 | 2,204,727 | 177,268 | 2,688,080
At 31 March 2025 | 2,436,761 | 19,345,614 | 177,268 | 21,959,643
Depreciation
At 1 April 2024 | 1,021,517 | 8,394,836 | - | 9,416,353
Charge for the year | 163,698 | 2,217,720 | - | 2,381,418
At 31 March 2025 | 1,185,215 | 10,612,556 | - | 11,797,771
Carrying amount
At 31 March 2025 | 1,251,546 | 8,733,058 | 177,268 | 10,161,872
At 31 March 2024 | 1,109,159 | 8,746,051 | - | 9,855,210

Assets held under finance leases and hire purchase contracts

The net carrying amount of tangible assets includes the following amounts in respect of assets held under finance leases and hire purchase contracts:

| 2025 £ | 2024 £
Fixtures, fittings and equipment | 6,212,847 | 5,373,154

Imaging Holdings Company Limited

Notes to the Financial Statements for the Year Ended 31 March 2025

| 14 | Investments

Company

| 2025 £
Investments in subsidiaries | 4,386,149

Subsidiaries | £
Cost and carrying amount
At 1 April 2024 and at 31 March 2025 | 4,386,149

Details of undertakings

Details of the investments in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking | Registered office | Holding | Proportion of voting rights and shares held
|  |  | 2025 | 2024

Subsidiary undertakings
Medical Imaging Partnership Limited |  | Ord/Pref | 100% | 100%
| England and Wales |  |  |
3T Leasing Limited |  | Ordinary | 100% | 100%
| England and Wales |  |  |
Prime Health Diagnostics Ltd |  | Ordinary | 100% | 100%
| England and Wales |  |  |

Subsidiary undertakings
Medical Imaging Partnership Limited The principal activity of Medical Imaging Partnership Limited is the provision of medical imaging services.
3T Leasing Limited The principal activity of 3T Leasing Limited is the provision of premises and equipment to its trading subsidiary.
Prime Health Diagnostics Ltd The principal activity of Prime Health Diagnostics Ltd is the provision of health diagnostic services.

| 15 | Other financial assets

Group

| Financial assets at cost less impairment £
Non-current financial assets
Cost and carrying amount
At 1 April 2024 and 31 March 2025 | 185,000

Imaging Holdings Company Limited

Notes to the Financial Statements for the Year Ended 31 March 2025

| 16 | Debtors

| Group | Company
| 2025 £ | 2024 £ | 2025 £ | 2024 £
Trade debtors | 3,207,535 | 2,648,498 | - | -
Amounts owed by group undertakings | - | - | 12,150,370 | 11,028,464
Other debtors | 349,673 | 438,164 | 1,939 | 87
Prepayments | 715,681 | 1,009,140 | 1,173 | -
Deferred tax assets | 1,895,713 | 2,680,646 | - | -
| 6,168,602 | 6,776,448 | 12,153,482 | 11,028,551
Less non-current portion | (1,895,713) | (2,680,646) | (12,150,370) | (11,028,464)
Total current trade and other debtors | 4,272,889 | 4,095,802 | 3,112 | 87

Details of non-current trade and other debtors

Group

£1,895,713 (2024 - £2,680,646) of deferred tax asset is classified as non-current. This is on the basis that while a portion of the asset will be realised annually, in the opinion of the directors, the majority of the balance will be realised in periods beyond one year from the balance sheet date and any portion realised within one year would not materially impact on the financial statements.

Company

£12,150,370 (2024 - £11,028,464) of amounts owed by group undertakings is classified as non current.

| 17 | Creditors

|  | Group | Company
| Note | 2025 £ | 2024 £ | 2025 £ | 2024 £
Due within one year |  |  |  |  |
Loans and borrowings | 18 | 1,228,732 | 1,175,674 | - | -
Trade creditors |  | 1,335,634 | 1,743,690 | - | 523
Social security and other taxes |  | 336,418 | 321,951 | - | -
Outstanding defined contribution pension costs |  | 48,721 | 25,459 | - | -
Other creditors |  | 365,918 | 300,840 | - | -
Accrued expenses |  | 1,658,733 | 1,174,023 | 6,108 | 5,790
Deferred income |  | 441,794 | 168,353 | - | -
|  | 5,415,950 | 4,909,990 | 6,108 | 6,313
Due after one year |  |  |  |  |
Loans and borrowings | 18 | 29,579,552 | 26,932,150 | 17,262,459 | 16,039,103

Imaging Holdings Company Limited

Notes to the Financial Statements for the Year Ended 31 March 2025

| 18 | Loans and borrowings

| Group | Company
| 2025 £ | 2024 £ | 2025 £ | 2024 £
Current loans and borrowings
Bank borrowings | - | 66,667 | - | -
Finance lease liabilities | 1,228,732 | 1,109,007 | - | -
| 1,228,732 | 1,175,674 | - | -

| Group | Company
| 2025 £ | 2024 £ | 2025 £ | 2024 £
Non-current loans and borrowings
Finance lease liabilities | 5,194,451 | 4,371,397 | - | -
Redeemable preference shares | 12,421,707 | 12,421,707 | 8,162,870 | 8,162,870
Other borrowings | 11,963,394 | 10,139,046 | 9,099,589 | 7,876,233
| 29,579,552 | 26,932,150 | 17,262,459 | 16,039,103

Finance lease liabilities are secured on the assets to which they relate.
Included in bank borrowings above is £nil (2024 - £66,667) relating to a Coronavirus business loan (CBIL) which was repaid in the year.
Redeemable preference shares comprises £8,162,870 preference shares of £1 each issued by Imaging Holdings Company Limited ('IHC'). The preference shares issued by IHC are redeemable on an exit event. During the financial year, it was agreed with the holders of the redeemable preference shares that no redemption will take place until exit and as such, the preference shares have been designated as non-current. All preference shares carry no entitlement to an annual dividend, but are to be redeemed at a value to be determined at the date of redemption.
Other borrowings represent two types of loan notes issued by the company's majority shareholder, Apposite Capital LLP. At 31 March 2025, the amount classified above represents capital on the first type of loan note of £1,181,786 (2024 - £1,181,786) and accrued interest of £1,682,019 (2024 - £1,081,027). Compound interest accrues on the loan notes at a rate of 25% per annum. The second type of loan note represents capital of £4,900,000 (2024 - £4,900,000) and accrued interest of £4,199,589 (2024 - £2,976,233). Simple interest accrues on the loan notes at a rate of 25% per annum. Both types of loan notes are redeemable on an exit event.

| 19 | Pension and other schemes

Defined contribution pension scheme

The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £100,270 (2024 - £104,539). Contributions totalling £48,721 (2024 - £25,459) were payable to the scheme at the end of the year and are included in creditors.

Imaging Holdings Company Limited

Notes to the Financial Statements for the Year Ended 31 March 2025

| 20 | Share capital

Allotted, called up and fully paid shares

| 2025 | 2024
| No. | £ | No. | £
A ordinary shares of £1 each | 1,729 | 1,729 | 1,729 | 1,729
B ordinary shares of £1 each | 1,025 | 1,025 | 1,025 | 1,025
G ordinary shares of £0.10 each | 12,649 | 1,265 | 12,649 | 1,265
| 15,403 | 4,019 | 15,403 | 4,019

Rights, preferences and restrictions

The A ordinary and B ordinary have equal rights in all respects. The G ordinary shares do not confer voting or dividend rights but give certain rights to proceeds on the sale of the company or other exit event.

| 21 | Obligations under leases and hire purchase contracts

Group

Finance leases

The total of future minimum lease payments is as follows:

| 2025 £ | 2024 £
Not later than one year | 1,669,229 | 1,444,321
Later than one year and not later than five years | 5,391,951 | 4,598,240
Later than five years | 656,493 | 313,247
| 7,717,673 | 6,355,808

Operating leases

The total of future minimum lease payments is as follows:

| 2025 £ | 2024 £
Not later than one year | 836,924 | 745,436
Later than one year and not later than five years | 3,071,849 | 557,014
Later than five years | 3,653,472 | 570,000
| 7,562,245 | 1,872,450

The amount of non-cancellable operating lease payments recognised as an expense during the year was £806,447 (2024 - £1,012,280).

Imaging Holdings Company Limited

Notes to the Financial Statements for the Year Ended 31 March 2025

| 22 | Related party transactions

Company

Summary of transactions with key management

Key management personnel are considered to be the directors of the company and key management personnel compensation is disclosed in note 9 to the financial statements.

| 23 | Statement of changes in net debt

| At 1 April 2024 £ | Financing cash flows £ | Other non-cash changes £ | At 31 March 2025 £
Cash and cash equivalents |  |  |  |
Cash at bank | 1,330,141 | 308,907 | - | 1,639,048
Borrowings |  |  |  |
Bank loans | (66,667) | 66,667 | - | -
Preference shares | (12,421,707) | - | - | (12,421,707)
Lease liabilities | (5,480,404) | 1,670,037 | (2,612,816) | (6,423,183)
Loan notes | (10,139,046) | - | (1,824,348) | (11,963,394)
| (28,107,824) | 1,736,704 | (4,437,164) | (30,808,284)
| (26,777,683) | 2,045,611 | (4,437,164) | (29,169,236)

Other non-cash changes include accrued interest and new finance leases entered in during the year.

| 24 | Parent and ultimate parent undertaking

The company is controlled by Apposite Capital LLP, a limited liability partnership registered in England and Wales.