Company registration number 03472964 (England and Wales)
MEDICAL IMAGING SYSTEMS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
MEDICAL IMAGING SYSTEMS LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3
Directors' responsibilities statement
4
Independent auditor's report
5 - 8
Profit and loss account
9
Statement of comprehensive income
10
Balance sheet
11
Statement of changes in equity
12
Notes to the financial statements
13 - 23
MEDICAL IMAGING SYSTEMS LIMITED
COMPANY INFORMATION
Directors
O Goldberg
P Sykes
M O'Herlihy
(Appointed 17 December 2024)
S Hall
(Appointed 17 December 2024)
Company number
03472964
Registered office
26-27 Capitol Park Capitol Way
Colindale
London
NW9 0EQ
Auditor
Gerald Edelman LLP
73 Cornhill
London
EC3V 3QQ
Business address
26-27 Capitol Park Capitol Way
Colindale
London
NW9 0EQ
MEDICAL IMAGING SYSTEMS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2025
- 1 -

The directors present the strategic report for the year ended 30 June 2025.

Review of the Business

Medical Imaging Systems Limited ("The Company") is engaged in the distribution of radiology and medical equipment, consumables and related devices and provides maintenance for its installed base of equipment.

The Directors are pleased with the results for the period. The Company's turnover at £46,502,392 increased by 30% (2024: £35,750,745) as the Company has continued to focus on providing high quality equipment and service to its customers across the Healthcare sector. Administrative expenses increased by 22% predominantly due to increases in salaries, wages and associated costs, in order to facilitate future growth, with the resulting profit before taxation of £8,736,030 increasing from the prior year (2024: £6,357,853).

The sales performance in the period under review reflects the continued growth and development of the Company together with the continued market demand for the range of products and services offered. The Company is well positioned to achieve further growth in the next financial year.

Future Objectives and Strategy
To grow market share for our core modalities and develop others to enhance the business. To grow the installed base of equipment that we maintain.

Principal Risks and Uncertainties

The primary risk in the forthcoming year is the uncertainty regarding the economy and its effect on the business.

The Company is reliant on the continued purchasing by the NHS of equipment relevant to the business.

There are also inherent risks based on currency fluctuations and contracts with suppliers as well as inflationary cost increases.

Key Performance Indicators

Management considers the key performance indicators based on the results in these financial statements are as follows:

£ | 202 5 | 202 4
Turnover | 46,502,392 | 35,750,745
Profit before taxation | 8,736,030 | 6,357,853

The directors continue to maintain a large number of back orders to be installed in the next financial year together with a healthy pipeline for future sales activity.

Promoting the company's success for its members

Over the 28 years since the Company was founded, it has grown its revenue in excess of £46 million and has provided employment, training and financial reward for both its owners and employees. The Company is committed to healthcare excellence and makes strategic decisions based on medium to long-term objectives.

MEDICAL IMAGING SYSTEMS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
- 2 -

E ngaging with stakeholders

Our key stakeholders, and the ways in which we engage with them, are as follows:

Our employees - We rely on a highly motivated and skilled team, who are passionate and are committed to healthcare and the service we provide. Recruitment and retention of staff is a critical business activity. We strive to engage with team members by:

- Setting remuneration at rates benchmarked to the market.

- Providing training and career development support.

- We maintain a safe, pleasant and respectful working environment in each of our offices.

- We are committed to equal opportunity, open communication, and the development of our people.

- Company updates to ensure our staff are aware of the company's plans.

Our customers and suppliers - We select the suppliers, for whom we distribute products for, carefully to ensure we have best in class product ranges. We have built a strong reputation for service with our customers and for fair dealing in all our interactions with customers and suppliers. We 'work with our customers to provide training and education to help promote best practice and keep patients safe. We train hundreds of healthcare professionals every year to help make healthcare environments safer for everyone. Our Company is committed to ensuring compliance with national law and regulations within the healthcare market that we operate in.

Our community and the environment - As a company we carry out various charitable initiatives. We encourage environmental best practice in every area of our business and are always looking for new ways to reduce our impact on the natural world, including a move to recycled packaging, electric or hybrid cars where possible, and a reduction in our carbon footprint. We are proud to act responsibly as an employer, as a distributor and as a part of the global healthcare community improving and saving people's lives.

Section 172(1) Statement

The directors have had regard to the matters set out in the statement when performing their duties. This includes promoting the success of the company for the benefit of its stakeholders while considering the long-term consequences of decisions on employee interests, business relationships. operational impact on the community and the environment, as well as maintaining a reputation for high standards of business conduct.

On behalf of the board

S Hall
Director
18 December 2025
MEDICAL IMAGING SYSTEMS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2025
- 3 -

The directors present their annual report and financial statements for the year ended 30 June 2025.

Principal activities

The principal activity of the company in the year under review was that of the sale and distribution of medical consumables, x-ray, mammography and ultrasound equipment and providing the installation and maintenance service for such equipment.

Results and dividends

The results for the year are set out on page 9.

Dividends of £2.9m (2024 - £17.6m) were distributed for the year.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

O Goldberg
P Sykes
M O'Herlihy
(Appointed 17 December 2024)
S Hall
(Appointed 17 December 2024)
Auditor

The auditor, Gerald Edelman LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Energy and carbon report

This report is not required because the company's energy and carbon information is included within the consolidated financial statements of the ultimate parent company MIS Healthcare Limited.

Strategic report

The company has chosen to include at page 1 of the financial statements a Strategic Report in accordance with section 414C (11) of the Companies Act 2006 to set out in the company's strategic report information required by schedule 8 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

On behalf of the board
S Hall
Director
18 December 2025
MEDICAL IMAGING SYSTEMS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 JUNE 2025
- 4 -

The directors are responsible for preparing the annual 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 then 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 company’s transactions and disclose with reasonable accuracy at any time the financial position of 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 company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

MEDICAL IMAGING SYSTEMS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF MEDICAL IMAGING SYSTEMS LIMITED
- 5 -
Opinion

We have audited the financial statements of Medical Imaging Systems Limited (the 'company') for the year ended 30 June 2025 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and 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 company's affairs as at 30 June 2025 and of its profit 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's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, 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 company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

- T he information given in the strategic report and the directors' r eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- The strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

MEDICAL IMAGING SYSTEMS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF MEDICAL IMAGING SYSTEMS LIMITED (CONTINUED)
- 6 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report or the directors' r eport.

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

- Adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

- The financial statements are not in agreement with the accounting records and returns; or

- Certain disclosures of directors' remuneration specified by law are not made; or

- We have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the directors' r esponsibilities s tatement, 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 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 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.

MEDICAL IMAGING SYSTEMS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF MEDICAL IMAGING SYSTEMS LIMITED (CONTINUED)
- 7 -

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 planned our audit so that we have a reasonable expectation of detecting material misstatements in the financial statements resulting from irregularities, fraud or non-compliance with law or regulations.

We considered the nature of the company’s industry and its control environment and reviewed the company’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management and the directors about their own identification and assessment of the irregularities, including those that are specific to the company’s business sector.

We obtained and understanding of the legal and regulatory framework that the company operates in, and identified the key laws and regulations that:

- had a direct effect on the determination of the material amounts and disclosures in the financial statements. These included UK Companies Act and tax legislation; and

- do not have a direct effect on the financial statements but compliance with which may be fundamental to the company’s ability to operate or to avoid a material penalty.

We discussed among the engagement team regarding the opportunities and incentives that may exist within the organization for fraud and how and where fraud might occur in the financial statements.

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. 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 making accounting estimates are indicative of 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 misstatement 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.

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

MEDICAL IMAGING SYSTEMS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF MEDICAL IMAGING SYSTEMS LIMITED (CONTINUED)
- 8 -

Use of our report

This report is made solely to the company's member 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 member those matters we are required to state to the member 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 member, for our audit work, for this report, or for the opinions we have formed.

Thomas Harris (Senior Statutory Auditor)
For and on behalf of Gerald Edelman LLP, Statutory Auditor
73 Cornhill
London
EC3V 3QQ
18 December 2025
MEDICAL IMAGING SYSTEMS LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 30 JUNE 2025
- 9 -
2025
2024
as restated
Notes
£
£
Turnover
3
46,502,392
35,750,745
Cost of sales
(26,111,808)
(19,741,965)
Gross profit
20,390,584
16,008,780
Distribution costs
(1,168,323)
(959,111)
Administrative expenses
(11,457,580)
(9,387,461)
Other operating income
501,322
39,976
Operating profit
5
8,266,003
5,702,184
Interest receivable and similar income
9
470,027
657,205
Interest payable and similar expenses
8
-
0
(1,536)
Profit before taxation
8,736,030
6,357,853
Tax on profit
11
(859,108)
(1,534,250)
Profit for the financial year
7,876,922
4,823,603

The profit and loss account has been prepared on the basis that all operations are continuing operations.

MEDICAL IMAGING SYSTEMS LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2025
- 10 -
2025
2024
as restated
£
£
Profit for the year
7,876,922
4,823,603
Other comprehensive income
-
-
Total comprehensive income for the year
7,876,922
4,823,603
MEDICAL IMAGING SYSTEMS LIMITED
BALANCE SHEET
AS AT 30 JUNE 2025
30 June 2025
- 11 -
2025
2024
as restated
Notes
£
£
£
£
Fixed assets
Tangible assets
12
155,006
128,923
Current assets
Stocks
13
6,220,643
7,903,697
Debtors
14
21,751,698
9,025,600
Cash at bank and in hand
2,073,169
6,880,528
30,045,510
23,809,825
Creditors: amounts falling due within one year
15
(21,817,223)
(20,518,898)
Net current assets
8,228,287
3,290,927
Net assets
8,383,293
3,419,850
Capital and reserves
Called up share capital
17
10,000
10,000
Profit and loss reserves
8,373,293
3,409,850
Total equity
8,383,293
3,419,850
The financial statements were approved by the board of directors and authorised for issue on 18 December 2025 and are signed on its behalf by:
S Hall
Director
Company registration number 03472964 (England and Wales)
MEDICAL IMAGING SYSTEMS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2025
- 12 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
As restated for the period ended 30 June 2024:
Balance at 1 July 2023
10,000
16,417,890
16,427,890
Effect of change in accounting policy
22
-
(214,350)
(214,350)
As restated
10,000
16,203,540
16,213,540
Year ended 30 June 2024:
Profit and total comprehensive income
-
4,823,603
4,823,603
Dividends
10
-
(17,617,293)
(17,617,293)
Balance at 30 June 2024
10,000
3,409,850
3,419,850
Year ended 30 June 2025:
Profit and total comprehensive income
-
7,876,922
7,876,922
Dividends
10
-
(2,913,479)
(2,913,479)
Balance at 30 June 2025
10,000
8,373,293
8,383,293
MEDICAL IMAGING SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
- 13 -
1
Accounting policies
Company information

The Company is a private company limited by shares incorporated in England and Wales. The registered office is 26-27 Capitol Park Capitol Way, Colindale, London, NW9 0EQ.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. T he company has therefore taken advantage of e xemptions from the following disclosure requirements:

- Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

- Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

- Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

- Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The financial statements of the company are consolidated in the financial statements of MIS Healthcare Limited. These consolidated financial statements are available from its registered office.

1.2
Going concern

A true t the time of approving the financial statements, t he directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus t he directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.3
Turnover

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

1.4
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

MEDICAL IMAGING SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
1
Accounting policies
(Continued)
- 14 -

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Leasehold improvements
10 % on cost
Plant and equipment
20% on cost
Computers
33.33% on cost
Motor vehicles
25% on cost

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

1.5
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.6
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.7
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

MEDICAL IMAGING SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
1
Accounting policies
(Continued)
- 15 -
1.8
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

MEDICAL IMAGING SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
1
Accounting policies
(Continued)
- 16 -
Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. A m ounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are s ubsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value th r ough profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.9
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.10
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account 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 company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

MEDICAL IMAGING SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
1
Accounting policies
(Continued)
- 17 -
1.11
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.12
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.13
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease s asset are consumed.

1.14
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
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 amount 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.

In the opinion of the directors there are no critical accounting judgements or key sources of estimation uncertainty.

3
Turnover and other revenue
2025
2024
£
£
Turnover analysed by geographical market
United Kingdom
45,878,318
35,506,691
Europe
621,850
244,054
North America
2,224
-
46,502,392
35,750,745
2025
2024
£
£
Other revenue
Interest income
470,027
657,205
MEDICAL IMAGING SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
- 18 -
4
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
50,000
76,246
5
Operating profit
2025
2024
Operating profit for the year is stated after charging/(crediting):
£
£
Exchange gains
(378,450)
(653,851)
Depreciation of owned tangible fixed assets
61,158
57,810
Operating lease charges
208,438
220,601
6
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2025
2024
Number
Number
127
111

Their aggregate remuneration comprised:

2025
2024
£
£
Wages and salaries
6,338,291
5,435,627
Social security costs
811,430
701,391
Pension costs
211,954
204,487
7,361,675
6,341,505
7
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
-
0
187,000
8
Interest payable and similar expenses
2025
2024
£
£
Other interest on financial liabilities
-
0
1,536
MEDICAL IMAGING SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
- 19 -
9
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest on bank deposits
174,674
509,099
Interest receivable from group companies
295,353
148,106
Total income
470,027
657,205
10
Dividends
2025
2024
£
£
Final paid
2,913,479
17,617,293
11
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
859,108
1,534,250

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

2025
2024
£
£
Profit before taxation
8,736,030
6,357,853
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
2,184,008
1,589,463
Tax effect of expenses that are not deductible in determining taxable profit
51,060
90,484
Tax effect of income not taxable in determining taxable profit
(212,943)
-
0
Group relief
(1,170,407)
(294,587)
Permanent capital allowances in excess of depreciation
(3,369)
-
0
Other permanent differences
10,759
-
0
Tax relief in respect of gift aid
-
0
(10,466)
Taxation charge for the year
859,108
1,374,894
MEDICAL IMAGING SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
- 20 -
12
Tangible fixed assets
Leasehold improvements
Plant and equipment
Computers
Motor vehicles
Total
£
£
£
£
£
Cost
At 1 July 2024
113,607
123,321
144,646
61,214
442,788
Additions
45,601
-
0
41,640
-
0
87,241
At 30 June 2025
159,208
123,321
186,286
61,214
530,029
Depreciation and impairment
At 1 July 2024
55,856
101,565
124,069
32,375
313,865
Depreciation charged in the year
12,675
8,431
24,749
15,303
61,158
At 30 June 2025
68,531
109,996
148,818
47,678
375,023
Carrying amount
At 30 June 2025
90,677
13,325
37,468
13,536
155,006
At 30 June 2024
57,751
21,756
20,577
28,839
128,923
13
Stocks
2025
2024
£
£
Work in progress
204,919
347,958
Finished goods and goods for resale
6,015,724
7,555,739
6,220,643
7,903,697
14
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
9,933,531
4,168,598
Corporation tax recoverable
11,465
-
0
Amounts owed by group undertakings
10,630,227
3,956,517
Amounts owed by undertakings in which the company has a participating interest
1,275
1,626
Other debtors
332,063
49,261
Prepayments and accrued income
843,137
849,598
21,751,698
9,025,600

Amounts owed by group undertakings are repayable on demand with interest charged at a rate of 12%.

MEDICAL IMAGING SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
- 21 -
15
Creditors: amounts falling due within one year
2025
2024
£
£
Trade creditors
3,341,896
3,181,822
Corporation tax
-
0
744,520
Other taxation and social security
1,713,456
674,868
Other creditors
233,172
39,624
Accruals and deferred income
16,528,699
15,878,064
21,817,223
20,518,898

At the balance sheet date there were t wo charges were created on 19 December 2023 held by H2 and H SBC UK Bank PLC as Security Trustee for the Secured Parties respectively. Both containing a negative pledge, fixed and floating charges. The floating charges cover all the properly or undertaking of the company.

16
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
211,954
204,487

The company operates a defined contribution pension scheme for all qualifying employees.

17
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
20,000 of 50p each
20,000
20,000
10,000
10,000
18
Operating lease commitments
As lessee

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

2025
2024
£
£
Within 1 year
196,000
196,000
Years 2-5
392,000
588,000
588,000
784,000
19
Ultimate controlling party
MEDICAL IMAGING SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
19
Ultimate controlling party
(Continued)
- 22 -

The company's ultimate controlling party is Cooperatieve H2 Equity Partners Fund Vi U.A. by the virtue of its shareholding in MIS Healthcare Limited.

The company's immediate parent undertaking is Medical Imaging Solutions Limited, which is a 100% subsidiary of MIS Healthcare Limited, the ultimate parent company.

20
Related party transactions
Other related parties
2025
2024
£
£
Sales
3,591
27,250
Purchases
-
Amount due from related parties
1,275
1,626
These involve companies in which O Goldberg and P Sykes are shareholders.
21
Prior period adjustment

During the current period, the Directors have reassessed the company’s accounting for certain revenue transactions. For specific orders which were made on a bulk basis, revenue was previously recognised on title transfer. This approach has been amended in the current year with this revenue and the associated costs now accounted for in the financial statements when the equipment is delivered and once the risks and rewards of ownership have been fully transferred. This treatment is also consistent with the accounting for other equipment purchases during the year.

Changes to the balance sheet
As previously reported
Adjustment at 1 Jul 2023
Adjustment at 30 Jun 2024
As restated at 30 Jun 2024
£
£
£
£
Creditors due within one year
Other creditors
(18,247,739)
(214,350)
(637,421)
(19,099,510)
Capital and reserves
Profit and loss reserves
4,261,621
(214,350)
(637,421)
3,409,850
Changes to the profit and loss account
As previously reported
Adjustment
As restated
Period ended 30 June 2024
£
£
£
Turnover
37,546,796
(1,796,051)
35,750,745
Cost of sales
(20,900,595)
1,158,630
(19,741,965)
Profit for the financial period
5,461,024
(637,421)
4,823,603
MEDICAL IMAGING SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
21
Prior period adjustment
(Continued)
- 23 -
Reconciliation of changes in equity
1 July
30 June
2023
2024
£
£
Adjustments to prior year
Revenue - incremental effect in 2023
(1,718,045)
(1,718,045)
Cost of sales - incremental effect in 2023
1,503,695
1,503,695
Revenue - incremental effect in 2024
-
(1,796,051)
Cost of sales - incremental effect in 2024
-
1,158,630
Total adjustments
(214,350)
(851,771)
Equity as previously reported
16,427,890
4,271,621
Equity as adjusted
16,213,540
3,419,850
Analysis of the effect upon equity
Profit and loss reserves
(214,350)
(851,771)
Reconciliation of changes in profit for the previous financial period
2024
£
Adjustments to prior year
Revenue - incremental effect in 2024
(1,796,051)
Cost of sales - incremental effect in 2024
1,158,630
Total adjustments
(637,421)
Profit as previously reported
5,461,024
Profit as adjusted
4,823,603
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