Company registration number 13060337 (England and Wales)
IMAGES TOPCO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
IMAGES TOPCO LIMITED
COMPANY INFORMATION
Directors
L Ganem
R Hoenich
L Karni
M Ringart
D Dalton
P Casey
P Lee
Company number
13060337
Registered office
The Royals
353 Altrincham Road
Manchester
M22 4BJ
Auditor
Lopian Gross Barnett & Co
1st Floor, Cloister House
Riverside
New Bailey Street
Manchester
M3 5FS
Business address
The Royals
353 Altrincham Road
Manchester
M22 4BJ
IMAGES TOPCO LIMITED
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4 - 6
Directors' responsibilities statement
7
Independent auditor's report
8 - 10
Profit and loss account
11
Group statement of comprehensive income
12
Group balance sheet
13 - 14
Company balance sheet
15
Group statement of changes in equity
16
Company statement of changes in equity
17
Group statement of cash flows
18
Notes to the financial statements
19 - 36
IMAGES TOPCO LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 JANUARY 2026
- 1 -

The directors present the strategic report for the year ended 31 January 2026.

 

The group provides scanning and other high-end medical diagnostic services to the NHS and to the private sector, our mission being to become one of the leading service providers in advanced diagnostics across the UK. Through organic growth, acquisitions, joint ventures and partnerships, we have established a strong and significant presence in our chosen markets. We operate within a highly regulated market and have put in place the appropriate infrastructure and developed the internal competencies to ensure that we can deliver our services in full compliance with the exacting demands of the legislative and regulatory environment in which we work and offer our NHS and private clients a broad range of top quality services.

Review of the business

The company is owned by funds controlled by G Square Healthcare Private Equity LLP.

 

In this latest financial period, the group has maintained its strong position in the sector by continuing to expand its geographical coverage and by establishing new contracts across the NHS and with private providers. In order to support this and future growth we have again increased our fleet of scanners and have continued to invest in the development of our team of well qualified and capable clinical and support staff. Our reputation for first class service delivery has been a key factor in our customer retention rate as well as in the acquisition of new business.

 

Our robust clinical governance and leading IT capabilities are essential underpinnings of our reputation for quality and accuracy of results and reporting and of our ability to meet the ever-increasing regulatory requirements around patient records and the transmission of clinical data.

Principal risks and uncertainties

The market for our services is underpinned by demographics and higher public healthcare expectations and is confidently expected to grow strongly over the coming years. The group has established itself as a strong capable player in this market and we have flourished against competition from the large well-established players populating our space. Our organisational and technical capabilities give us confidence that we can deliver continued growth and profitability in this environment.

 

Greater uncertainty derives from possible changes in NHS policy with regard to the provision of third-party services. At the current levels of funding and staffing the outsourcing of third-party diagnostic services is essential for the effective functioning of the NHS. However, if there were to be a sea-change in policy, it is possible that a programme could be instigated to bring outsourced services back in house and this could have a major impact on our business. In the context of current NHS pressures and funding challenges, this is seen as an unlikely development in the medium term.

 

With respect to internal clinical, strategic and operational risks the business runs a risk management programme designed to ensure that effective processes are in place to track and report upon existing and emerging risks that could cause damage to the business or its stakeholders.

Outlook

We see significant opportunities for further growth in the current market environment. We are continuing to expand our geographic reach and we have identified a number of regions which offer promising scope for organic growth. In addition, we maintain a database of bolt-on acquisition opportunities and we constantly evaluate new avenues for business development through the provision of new services, leveraging our network of clinics and our business infrastructure.

IMAGES TOPCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
- 2 -
Key performance indicators

The group operates in a competitive market and the leadership team are committed to maintaining and improving our NPS. This will ensure that efficiencies are maintained and our customers & insurers Key Performance Indicators (KPIs) are met on a continued basis.

 

The financial key performance indicators (KPI's) that the group regards as important and the relevant analysis for the year under review were:

2026
2025
a) Turnover
30,063,532
33,226,771
b) Gross profit
11,408,283
12,825,548
c) Gross profit margin
37.95%
38.60%
d) Adjusted EBITDA
7,563,081
8,390,097
Summary

The directors expect the general level of activity and profitability to increase in the forthcoming year due to continued expansion and investment in infrastructure, together with the sound strategy in place and the capability to implement it.

Section 172(1) statement

The Directors of the Group have acted in accordance with their duties codified in law, which include their duty to act in a way which they consider, in good faith, would most likely promote the success of the Group for the benefit of the members as a whole, having regards to all stakeholders and matters set out in s172(1) of the Companies Act 2016, including:

 

(a) the likely consequences of any decision in the long term;

(b) the interests of the Group's employees;

(c) the need to foster the Group's business relationships with suppliers, customers and others;

(d) the impact of the Group's operations on the community and the environment;

(e) the desirability of the Group maintaining a reputation for high standards of business conduct; and

(f) the need to act fairly as between members of the Group.

The directors make decisions by taking their legal duty into account and the priorities and requirements of the stakeholders.

The directors have regard to the likely consequences of their decisions on the long-term objectives and sustainability of the group, its stakeholders and the community whilst also preserving its values and culture. We are a business built on our standards and reputation and would not take a decision which would have a detrimental impact on this whether in the short term or the long term. We are dedicated to ensuring we maintain our culture whilst achieving our purpose.

Our employees are key so it is very important that they have the right attitude and the drive to create ideas, obtain and sustain high standards. All employees are encouraged to be honest and regular discussions are held with employees which gives them the opportunity to air their ideas and the directors can then see first-hand where any improvements can be made.

We carry out our business with similar-minded and reputable people, and build on this to forge strong and lasting partnerships which is important for our long-term success.

IMAGES TOPCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
- 3 -

On behalf of the board

P Casey
Director
17 June 2026
IMAGES TOPCO LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 JANUARY 2026
- 4 -

The directors present their annual report and financial statements for the year ended 31 January 2026.

Principal activities

The principal activity of the group during the period was the provision of health clinic services.

Results and dividends

The results for the year are set out on page 11.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

Directors

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

L Ganem
R Hoenich
L Karni
M Ringart
D Dalton
P Casey
P Lee
Financial instruments
Liquidity risk

The group manages its cash and borrowing requirements in order to maximise interest income and minimise interest expense, whilst ensuring the group has sufficient liquid resources to meet the operating needs of the business.

Interest rate risk

The group is exposed to fair value interest rate risk on its fixed rate borrowings and cash flow interest rate risk on floating rate deposits, bank overdrafts and loans. The group uses interest rate derivatives to manage the mix of fixed and variable rate debt so as to reduce its exposure to changes in interest rates.

Credit risk

Investments of cash surpluses, borrowings and derivative instruments are made through banks and companies which must fulfil credit rating criteria approved by the Board.

 

Trade debtors are monitored on an ongoing basis and provision is made for doubtful debts where necessary.

Disabled persons

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the group continues and that the appropriate training is arranged. It is the policy of the group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

Employee involvement

The group's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.

 

Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.

IMAGES TOPCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
- 5 -
Business relationships

Engagement with customers, suppliers and lenders

The group regards strong relationships with customers, suppliers and lenders as highly important. The group engages in regular, open and proactive dialogue with stakeholders and their opinions are considered when making operational and strategic decisions.

 

Auditor

In accordance with the company's articles, a resolution proposing that Lopian Gross Barnett & Co be reappointed as auditor of the group will be put at a General Meeting.

Energy and carbon report

The following energy information relates to all the entities in the Images Topco Group operating in the healthcare sector.

 

2026
2025
Energy consumption
kWh
kWh
Aggregate of energy consumption in the year
- Gas combustion
36,073
54,885
- Electricity purchased
244,529
264,647
- Fuel consumed for transport
732,909
820,464
1,013,511
1,139,996
2026
2025
Emissions of CO2 equivalent
metric tonnes
metric tonnes
Scope 1 - direct emissions
- Gas combustion
7
10
- Fuel consumed for owned transport
2
3
9
13
Scope 2 - indirect emissions
- Electricity purchased
49
53
Scope 3 - other indirect emissions
- Fuel consumed for transport not owned by the group
185
207
Total gross emissions
243
273
Intensity ratio
Tonnes per full-time employee
1
1
Quantification and reporting methodology

Energy use covers electricity, gas and fuel for business travel across all companies in the group while under the group's ownership.

 

Associated greenhouse gas emissions have been calculated using UK Government GHG Conversion Factors for Company Reporting 2025.

IMAGES TOPCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
- 6 -
Intensity measurement

Emission intensity is calculated by dividing emissions by the average number of full time equivalent employees during the reporting year.

Measures taken to improve energy efficiency

The group's total energy consumption and emissions have decreased compared to prior year due to improved travel efficiency and continuation of sourcing energy-efficient IT hardware wherever possible.

 

During the year the group has:

- Continued investment in energy efficient IT equipment.

- Developed further energy efficiency measures such as controlled heating and standardised device settings.

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 auditor of the company 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 auditor of the company is aware of that information.

On behalf of the board
P Casey
Director
17 June 2026
IMAGES TOPCO LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 JANUARY 2026
- 7 -

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

United Kingdom company law requires the directors to prepare financial statements for each financial year. Under that law, the directors have elected to prepare the group and parent company 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 group and parent company, and of the profit or loss of the group for that period.

In preparing these financial statements, the directors are required to:

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and parent 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 parent company, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

IMAGES TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF IMAGES TOPCO LIMITED
- 8 -
Opinion

We have audited the financial statements of Images Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 January 2026 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows 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:

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 group and parent 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 group's and parent 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:

IMAGES TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF IMAGES TOPCO LIMITED
- 9 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

 

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

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, 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 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 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.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, 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:

 

 

 

 

 

 

IMAGES TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF IMAGES TOPCO LIMITED
- 10 -

 

 

Due to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, as with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing fraud or non-compliance with laws and regulations and cannot be expected to detect all fraud and non-compliance with laws and regulations.

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.

Use of our report

This report is made solely to the parent 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 parent 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Jonathan Brodie FCA (Senior Statutory Auditor)
For and on behalf of Lopian Gross Barnett & Co, Statutory Auditor
Chartered Accountants
1st Floor, Cloister House
Riverside
New Bailey Street
Manchester
M3 5FS
17 June 2026
IMAGES TOPCO LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 JANUARY 2026
- 11 -
2026
2025
Notes
£
£
Turnover
3
30,063,532
33,226,771
Cost of sales
(18,655,249)
(20,401,223)
Gross profit
11,408,283
12,825,548
Administrative expenses
(14,831,864)
(14,420,076)
Exceptional income
4
102,322
468,400
Exceptional costs
4
(1,067,688)
(1,254,153)
Operating loss
5
(4,388,947)
(2,380,281)
Interest receivable and similar income
8
224,605
325,186
Interest payable and similar expenses
9
(13,447,223)
(12,138,698)
Loss before taxation
(17,611,565)
(14,193,793)
Tax on loss
10
(383,782)
(475,062)
Loss for the financial year
(17,995,347)
(14,668,855)
Loss for the financial year is attributable to:
- Owners of the parent company
(17,949,981)
(14,654,776)
- Non-controlling interests
(45,366)
(14,079)
(17,995,347)
(14,668,855)
IMAGES TOPCO LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 JANUARY 2026
- 12 -
2026
2025
£
£
Loss for the year
(17,995,347)
(14,668,855)
Other comprehensive income
-
-
Cash flow hedges gain arising in the year
-
0
-
0
Total comprehensive income for the year
(17,995,347)
(14,668,855)
Total comprehensive income for the year is attributable to:
- Owners of the parent company
(17,949,981)
(14,654,776)
- Non-controlling interests
(45,366)
(14,079)
(17,995,347)
(14,668,855)
IMAGES TOPCO LIMITED
GROUP BALANCE SHEET
AS AT 31 JANUARY 2026
31 January 2026
- 13 -
2026
2025
Notes
£
£
£
£
Fixed assets
Goodwill
11
40,972,974
48,043,204
Other intangible assets
11
252,413
149,731
Total intangible assets
41,225,387
48,192,935
Tangible assets
12
19,251,738
21,377,010
60,477,125
69,569,945
Current assets
Stocks
16
248,195
31,514
Debtors
17
5,274,729
5,004,678
Cash at bank and in hand
3,299,321
7,615,971
8,822,245
12,652,163
Creditors: amounts falling due within one year
18
(5,588,173)
(8,560,124)
Net current assets
3,234,072
4,092,039
Total assets less current liabilities
63,711,197
73,661,984
Creditors: amounts falling due after more than one year
19
(122,407,582)
(114,731,439)
Provisions for liabilities
Deferred tax liability
22
3,663,880
3,289,612
(3,663,880)
(3,289,612)
Net liabilities
(62,360,265)
(44,359,067)
Capital and reserves
Called up share capital
24
60,396
60,584
Share premium account
617,985
623,648
Profit and loss reserves
(62,980,649)
(45,030,668)
Equity attributable to owners of the parent company
(62,302,268)
(44,346,436)
Non-controlling interests
(57,997)
(12,631)
Total equity
(62,360,265)
(44,359,067)
IMAGES TOPCO LIMITED
GROUP BALANCE SHEET (CONTINUED)
AS AT 31 JANUARY 2026
31 January 2026
- 14 -
The financial statements were approved by the board of directors and authorised for issue on 17 June 2026 and are signed on its behalf by:
17 June 2026
P Casey
Director
Company registration number 13060337 (England and Wales)
IMAGES TOPCO LIMITED
COMPANY BALANCE SHEET
AS AT 31 JANUARY 2026
31 January 2026
- 15 -
2026
2025
Notes
£
£
£
£
Fixed assets
Investments
13
1
1
Current assets
Debtors
17
939,979
894,190
Creditors: amounts falling due within one year
18
(3,601)
(1)
Net current assets
936,378
894,189
Net assets
936,379
894,190
Capital and reserves
Called up share capital
24
60,396
60,584
Share premium account
617,985
623,648
Profit and loss reserves
257,998
209,958
Total equity
936,379
894,190

As permitted by section 408 of the Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £48,040 (2025 - £51,239 profit).

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The financial statements were approved by the board of directors and authorised for issue on 17 June 2026 and are signed on its behalf by:
17 June 2026
P Casey
Director
Company registration number 13060337 (England and Wales)
IMAGES TOPCO LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JANUARY 2026
- 16 -
Share capital
Share premium account
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
Notes
£
£
£
£
£
£
Balance at 1 February 2024
60,808
623,398
(30,375,892)
(29,691,686)
1,448
(29,690,238)
Year ended 31 January 2025:
Loss and total comprehensive income
-
-
(14,654,776)
(14,654,776)
(14,079)
(14,668,855)
Issue of share capital
24
157
5,535
-
5,692
-
5,692
Redemption of shares
24
(381)
(5,285)
-
(5,666)
-
(5,666)
Balance at 31 January 2025
60,584
623,648
(45,030,668)
(44,346,436)
(12,631)
(44,359,067)
Year ended 31 January 2026:
Loss and total comprehensive income
-
-
(17,949,981)
(17,949,981)
(45,366)
(17,995,347)
Redemption of shares
24
(188)
-
-
(188)
-
(188)
Other movements
-
(5,663)
-
(5,663)
-
(5,663)
Balance at 31 January 2026
60,396
617,985
(62,980,649)
(62,302,268)
(57,997)
(62,360,265)
IMAGES TOPCO LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JANUARY 2026
- 17 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 February 2024
60,808
623,398
158,719
842,925
Year ended 31 January 2025:
Profit and total comprehensive income for the year
-
-
51,239
51,239
Issue of share capital
24
157
5,535
-
5,692
Redemption of shares
24
(381)
(5,285)
-
(5,666)
Balance at 31 January 2025
60,584
623,648
209,958
894,190
Year ended 31 January 2026:
Profit and total comprehensive income
-
-
48,040
48,040
Redemption of shares
24
(188)
-
-
(188)
Other movements
-
(5,663)
-
(5,663)
Balance at 31 January 2026
60,396
617,985
257,998
936,379
IMAGES TOPCO LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 JANUARY 2026
- 18 -
2026
2025
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
27
6,492,917
8,313,490
Interest paid
(3,952,307)
(4,100,062)
Income taxes paid
(153,519)
(243,901)
Net cash inflow from operating activities
2,387,091
3,969,527
Investing activities
Purchase of tangible fixed assets
(1,889,726)
(1,984,010)
Proceeds from disposal of tangible fixed assets
(4,116)
-
Purchase of subsidiaries, net of cash acquired
(3,190,387)
(11,458,060)
Interest received
224,605
325,185
Net cash used in investing activities
(4,859,624)
(13,116,885)
Financing activities
Proceeds from issue of shares
-
5,692
Redemption of shares
(5,851)
(5,666)
Repayment of borrowings
-
(66,075)
Proceeds from new bank loans
500,000
12,000,000
Payment of finance leases obligations
(2,338,266)
(2,269,179)
Net cash (used in)/generated from financing activities
(1,844,117)
9,664,772
Net (decrease)/increase in cash and cash equivalents
(4,316,650)
517,414
Cash and cash equivalents at beginning of year
7,615,971
7,098,557
Cash and cash equivalents at end of year
3,299,321
7,615,971
IMAGES TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
- 19 -
1
Accounting policies
Company information

Images Topco Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is The Royals, 353 Altrincham Road, Manchester, M22 4BJ.

 

The group consists of Images Topco Limited and all of its subsidiaries.

1.1
Basis of preparation

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 amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

The 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. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

 

1.2
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

IMAGES TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
1
Accounting policies
(Continued)
- 20 -
1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Images Topco Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 31 January 2026. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

 

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

 

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

1.4
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the group and parent company have adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.5
Revenue

Revenue comprises sales of goods or services provided to customers net of value added tax and other sales taxes, less an appropriate deduction for actual and expected returns and discounts. Revenue is recognised when performance obligations are satisfied and the control of goods or services is transferred to the buyer. Where the performance obligation is satisfied over time, revenue is recognised in accordance with its progress towards complete satisfaction of that performance obligation.

 

When cash inflows are deferred and represent a financing arrangement, the promised consideration is adjusted for the effects of the time value of money, which is recognised as interest income.

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.

IMAGES TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
1
Accounting policies
(Continued)
- 21 -
1.6
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.7
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation 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:

Software
Straight line between 3 and 10 years
1.8
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.

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
Over the term of the lease.
Plant and machinery
Rates between 10% and 20% straight line.
Fixtures, fittings & equipment
Rates between 10% and 20% straight line.

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 recognised in the profit and loss account.

1.9
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

IMAGES TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
1
Accounting policies
(Continued)
- 22 -

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

 

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

 

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

 

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.10
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible 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.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

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.

IMAGES TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
1
Accounting policies
(Continued)
- 23 -
1.11
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.

1.12
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.

1.13
Financial instruments

The group 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 group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and 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.

IMAGES TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
1
Accounting policies
(Continued)
- 24 -
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 group 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 group after deducting all of its liabilities.

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 payments 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. Amounts 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 subsequently 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 through 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.

IMAGES TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
1
Accounting policies
(Continued)
- 25 -
Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.14
Equity instruments

Equity instruments issued by the group 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 group.

1.15
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 group’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.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.16
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.

1.17
Retirement benefits

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

IMAGES TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
1
Accounting policies
(Continued)
- 26 -
1.18
Leases
As lessee

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

 

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

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 leased asset are consumed.

2
Judgements and key sources of estimation uncertainty

In the application of the group’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.

 

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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

3
Turnover and other revenue
2026
2025
£
£
Turnover analysed by class of business
Health clinic services
30,063,532
33,226,771
2026
2025
£
£
Turnover analysed by geographical market
United Kingdom
30,063,532
33,226,771
2026
2025
£
£
Other revenue
Interest income
224,605
325,186
IMAGES TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
- 27 -
4
Exceptional item
2026
2025
£
£
Expenditure
Exceptional costs
1,067,688
1,254,153
Exceptional income
(102,322)
(468,400)
965,366
785,753

Exceptional expenditure relate to one off, non-recurring costs and costs considered to be outside the normal course of trading activities.

5
Operating loss
2026
2025
£
£
Operating loss for the year is stated after charging/(crediting):
Exchange losses
3,018
14,307
Depreciation of tangible fixed assets
3,809,071
3,212,070
Profit on disposal of tangible fixed assets
-
(49,675)
Amortisation of intangible assets
7,177,591
6,772,555
Operating lease charges
380,402
137,236
6
Auditor's remuneration
2026
2025
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
85,364
83,281
Audit of the financial statements of the company's subsidiaries
-
23,788
85,364
107,069
7
Employees

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

Group
Company
2026
2025
2026
2025
Number
Number
Number
Number
271
293
0
0
IMAGES TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
7
Employees
(Continued)
- 28 -

Their aggregate remuneration comprised:

Group
Company
2026
2025
2026
2025
£
£
£
£
Wages and salaries
10,448,575
11,309,056
-
0
-
0
Social security costs
1,297,305
1,241,247
-
-
Pension costs
305,036
273,248
-
0
-
0
12,050,916
12,823,551
-
0
-
0
8
Interest receivable and similar income
2026
2025
£
£
Interest income
Interest on bank deposits
215,237
325,186
Other interest income
9,368
-
Total income
224,605
325,186
9
Interest payable and similar expenses
2026
2025
£
£
Interest on bank overdrafts and loans
3,329,687
3,054,162
Interest on finance leases and hire purchase contracts
820,300
811,119
Finance costs for financial instruments measured at fair value through profit or loss
9,297,236
8,273,417
Total finance costs
13,447,223
12,138,698
10
Taxation
2026
2025
£
£
Current tax
Adjustments in respect of prior periods
9,514
-
0
Deferred tax
Origination and reversal of timing differences
(300,872)
1,155,381
Tax losses carried forward
675,140
(680,319)
Total deferred tax
374,268
475,062
Total tax charge
383,782
475,062
IMAGES TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
10
Taxation
(Continued)
- 29 -

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

2026
2025
£
£
Loss before taxation
(17,611,565)
(14,193,793)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2025: 25.00%)
(4,402,891)
(3,548,448)
Tax effect of expenses that are not deductible in determining taxable profit
167
22
Tax effect of utilisation of tax losses not previously recognised
(591,138)
(209)
Unutilised tax losses carried forward
2,807,805
2,977,148
Adjustments in respect of prior years
9,514
-
0
Permanent capital allowances in excess of depreciation
38,591
(1,040,014)
Depreciation on assets not qualifying for tax allowances
476,012
-
Amortisation on assets not qualifying for tax allowances
1,671,454
1,583,301
Other permanent differences
-
0
28,200
Deferred tax increase
374,268
475,062
Taxation charge
383,782
475,062
11
Intangible fixed assets
Group
Goodwill
Software
Total
£
£
£
Cost
At 1 February 2025
71,611,885
167,832
71,779,717
Additions
-
0
210,043
210,043
At 31 January 2026
71,611,885
377,875
71,989,760
Amortisation and impairment
At 1 February 2025
23,568,681
18,101
23,586,782
Amortisation charged for the year
7,070,230
107,361
7,177,591
At 31 January 2026
30,638,911
125,462
30,764,373
Carrying amount
At 31 January 2026
40,972,974
252,413
41,225,387
At 31 January 2025
48,043,204
149,731
48,192,935
The company had no intangible fixed assets at 31 January 2026 or 31 January 2025.
IMAGES TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
- 30 -
12
Tangible fixed assets
Group
Leasehold improvements
Plant and machinery
Fixtures, fittings & equipment
Total
£
£
£
£
Cost
At 1 February 2025
445,455
28,806,965
1,699,567
30,951,987
Additions
16,800
1,349,764
437,389
1,803,953
Disposals
-
0
(371,456)
(89,925)
(461,381)
Transfers
(66,522)
291,589
(225,067)
-
0
At 31 January 2026
395,733
30,076,862
1,821,964
32,294,559
Depreciation and impairment
At 1 February 2025
212,852
8,471,838
890,287
9,574,977
Depreciation charged in the year
41,879
3,299,264
467,928
3,809,071
Eliminated in respect of disposals
-
0
(259,484)
(81,743)
(341,227)
Transfers
(66,070)
283,741
(217,671)
-
0
At 31 January 2026
188,661
11,795,359
1,058,801
13,042,821
Carrying amount
At 31 January 2026
207,072
18,281,503
763,163
19,251,738
At 31 January 2025
232,603
20,335,127
809,280
21,377,010
The company had no tangible fixed assets at 31 January 2026 or 31 January 2025.
13
Fixed asset investments
Group
Company
2026
2025
2026
2025
Notes
£
£
£
£
Investments in subsidiaries
14
-
0
-
0
1
1
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 February 2025 and 31 January 2026
1
Carrying amount
At 31 January 2026
1
At 31 January 2025
1
IMAGES TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
- 31 -
14
Subsidiaries

Details of the company's subsidiaries at 31 January 2026 are as follows:

Name of undertaking
Country
Nature of business
Class of
% Held
shares held
Direct
Indirect
Ultrasound Now Limited
England & Wales
Dormant
Ordinary shares
0
100.00
Excell Ultrasound Limited
England & Wales
Dormant
Ordinary & Ordinary A shares
0
100.00
Diagnostic Healthcare Limited
England & Wales
Medical services
Ordinary shares
0
100.00
Images Bidco Limited
England & Wales
Holding company
Ordinary shares
0
100.00
Images Holdco Limited
England & Wales
Holding company
Ordinary shares
0
100.00
Images Midco Limited
England & Wales
Holding company
Ordinary shares
100.00
-
Cavendish Imaging Limited
England & Wales
Medical services
Ordinary shares
0
100.00
CT Dent Limited
England & Wales
Dormant
Ordinary shares
0
100.00
Venturi Cardiology Limited
England & Wales
Medical services
Ordinary A shares
0
75.00
Technomed Limited
England & Wales
Medical services
Ordinary shares
0
100.00

The parent company, Images Topco Limited, has given under Section 479C of the Companies Act 2006, guarantees over the liabilities of the following subsidiary undertakings as at 31 January 2026. As a result, the following subsidiary companies are exempt from audit under Section 479A of the Act:

 

Images Midco Limited

Images Holdco Limited

Images Bidco Limited

Diagnostic Healthcare Limited

Cavendish Imaging Limited

Venturi Cardiology Limited

Technomed Limited

 

15
Financial instruments
Group
Company
2026
2025
2026
2025
£
£
£
£
Carrying amount of financial assets
Debt instruments measured at amortised cost
4,021,758
3,818,876
n/a
n/a
Carrying amount of financial liabilities
Measured at amortised cost
127,452,316
122,636,288
n/a
n/a
16
Stocks
Group
Company
2026
2025
2026
2025
£
£
£
£
Stock of consumables
248,195
31,514
-
-
IMAGES TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
- 32 -
17
Debtors
Group
Company
2026
2025
2026
2025
Amounts falling due within one year:
£
£
£
£
Trade debtors
3,871,089
3,568,187
-
0
-
0
Amounts owed by group undertakings
-
0
-
0
939,979
894,190
Other debtors
162,950
123,784
-
0
-
0
Prepayments and accrued income
1,240,690
1,312,707
-
0
-
0
5,274,729
5,004,678
939,979
894,190
18
Creditors: amounts falling due within one year
Group
Company
2026
2025
2026
2025
Notes
£
£
£
£
Obligations under finance leases
21
2,318,866
2,338,359
-
0
-
0
Trade creditors
527,333
511,237
-
0
-
0
Amounts owed to group undertakings
-
0
-
0
1
1
Corporation tax payable
-
0
144,005
-
0
-
0
Other taxation and social security
543,439
511,270
-
0
-
0
Other creditors
213,632
3,426,101
3,600
-
0
Accruals and deferred income
1,984,903
1,629,152
-
0
-
0
5,588,173
8,560,124
3,601
1
19
Creditors: amounts falling due after more than one year
Group
Company
2026
2025
2026
2025
Notes
£
£
£
£
Bank loans and overdrafts
20
26,644,382
25,946,702
-
0
-
0
Obligations under finance leases
21
8,338,586
10,657,359
-
0
-
0
Other borrowings
20
87,424,614
78,127,378
-
0
-
0
122,407,582
114,731,439
-
-

Other borrowings consist of 12% loan notes issued to the shareholders with a redemption date of 22 December 2030. The interest on the notes is rolled up into the original loan note borrowings. Loan notes with a total value of £63,794,760 are listed on The International Stock Exchange.

Amounts included above which fall due after five years are as follows:
Payable other than by instalments
-
78,127,378
-
-
IMAGES TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
- 33 -
20
Loans and overdrafts
Group
Company
2026
2025
2026
2025
£
£
£
£
Bank loans
26,644,382
25,946,702
-
0
-
0
Other loans
87,424,614
78,127,378
-
0
-
0
114,068,996
104,074,080
-
-
Payable after one year
114,068,996
104,074,080
-
0
-
0

The other loans are amounts due by way of loan notes including rolled up interest due to the shareholders and are secured on the assets of the group.

 

The group bank loan facility of £27.5million is over a term of 84 months from the agreement date of 23 February 2022 with repayment on the termination date. Interest is charged at the percentage rate of the aggregate of the applicable margin and applicable primary term reference rate. The loan is secured by fixed and floating charges over the assets of group members of the entity.

21
Finance lease obligations
Group
Company
2026
2025
2026
2025
Amounts due:
£
£
£
£
Current liabilities
2,318,866
2,338,359
-
0
-
0
Non-current liabilities
8,338,586
10,657,359
-
0
-
0
10,657,452
12,995,718
-
-
Group
Company
2026
2025
2026
2025
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
2,968,802
3,158,193
-
0
-
0
In two to five years
8,994,609
11,978,142
-
0
-
0
In over five years
448,630
434,049
-
0
-
0
12,412,041
15,570,384
-
-
Less: future finance charges
(1,754,589)
(2,574,666)
-
0
-
0
10,657,452
12,995,718
-
0
-
0

Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

IMAGES TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
- 34 -
22
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
Liabilities
2026
2025
Group
£
£
Accelerated capital allowances
4,544,136
4,845,008
Tax losses
(880,256)
(1,555,396)
3,663,880
3,289,612
The company has no deferred tax assets or liabilities.
Group
Company
2026
2026
Movements in the year:
£
£
Liability at 1 February 2025
3,289,612
-
Charge to profit or loss
374,268
-
Liability at 31 January 2026
3,663,880
-
23
Retirement benefit schemes
2026
2025
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
305,036
273,248

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

24
Share capital
Group and company
2026
2025
2026
2025
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary A shares of 10p each
396,363
396,363
39,636
39,636
Ordinary B shares of 10p each
104,377
104,377
10,437
10,437
Ordinary C shares of 10p each
103,228
105,109
10,323
10,511
603,968
605,849
60,396
60,584
IMAGES TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
24
Share capital
(Continued)
- 35 -

During the year 1,881 Ordinary C shares were redeemed by the company at a total cost of £5,851.

 

25
Operating lease commitments
As lessee

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

Group
Company
2026
2025
2026
2025
£
£
£
£
Within 1 year
335,336
239,270
-
-
Years 2-5
698,653
400,708
-
-
After 5 years
420,200
112,313
-
-
1,454,189
752,291
-
-
26
Related party transactions

Amounts due by way of loan notes including rolled up interest totalling £87,424,614 were due to the shareholders as at 31 January 2026 (2025: £78,127,378) . Interest charged on these loan notes during the period amounted to £9,297,236 (2025: £8,273,417).

 

27
Cash generated from group operations
2026
2025
£
£
Loss after taxation
(17,995,347)
(14,668,855)
Adjustments for:
Taxation charged
383,782
475,062
Finance costs
13,447,223
12,138,698
Investment income
(224,605)
(325,186)
Amortisation and impairment of intangible assets
7,177,591
6,772,555
Depreciation and impairment of tangible fixed assets
3,809,071
3,212,070
Movements in working capital:
(Increase)/decrease in stocks
(216,681)
26,019
(Increase)/decrease in debtors
(270,051)
2,535,160
Increase/(decrease) in creditors
381,934
(1,852,033)
Cash generated from operations
6,492,917
8,313,490
IMAGES TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
- 36 -
28
Analysis of changes in net debt - group
1 February 2025
Cash flows
Other non-cash changes
Interest rolled up into borrowings
31 January 2026
£
£
£
£
£
Cash at bank and in hand
7,615,971
(4,316,650)
-
-
3,299,321
Borrowings excluding overdrafts
(104,074,080)
(895,180)
197,680
(9,297,416)
(114,068,996)
Obligations under finance leases
(12,995,718)
2,338,266
-
-
(10,657,452)
(109,453,827)
(2,873,564)
197,680
(9,297,416)
(121,427,127)
2026-01-312025-02-01falsefalseCCH SoftwareCCH Accounts Production 2026.100L GanemR HoenichL KarniM RingartD DaltonP CaseyP Leefalse13060337bus:Consolidated2025-02-012026-01-31130603372025-02-012026-01-3113060337bus:Director12025-02-012026-01-3113060337bus:Director22025-02-012026-01-3113060337bus:Director32025-02-012026-01-3113060337bus:Director42025-02-012026-01-3113060337bus:Director52025-02-012026-01-3113060337bus:Director62025-02-012026-01-3113060337bus:Director72025-02-012026-01-3113060337bus:RegisteredOffice2025-02-012026-01-31130603372026-01-3113060337bus:Consolidated2026-01-3113060337bus:Consolidated2024-02-012025-01-3113060337bus:Consolidated12025-02-012026-01-3113060337bus:Consolidated12024-02-012025-01-3113060337core:Exceptionalbus:Consolidated12025-02-012026-01-3113060337core:Exceptionalbus:Consolidated12024-02-012025-01-31130603372024-02-012025-01-3113060337core:Goodwillbus:Consolidated2026-01-3113060337core:Goodwillbus:Consolidated2025-01-3113060337core:IntangibleAssetsOtherThanGoodwillbus:Consolidated2026-01-3113060337core:IntangibleAssetsOtherThanGoodwillbus:Consolidated2025-01-3113060337bus:Consolidated2025-01-3113060337core:ComputerSoftwarebus:Consolidated2026-01-3113060337core:ComputerSoftwarebus:Consolidated2025-01-3113060337core:LeaseholdImprovementsbus:Consolidated2026-01-3113060337core:PlantMachinerybus:Consolidated2026-01-3113060337core:FurnitureFittingsbus:Consolidated2026-01-3113060337core:LeaseholdImprovementsbus:Consolidated2025-01-3113060337core:PlantMachinerybus:Consolidated2025-01-3113060337core:FurnitureFittingsbus:Consolidated2025-01-3113060337core:CurrentFinancialInstrumentscore:WithinOneYearbus:Consolidated2026-01-3113060337core:CurrentFinancialInstrumentsbus:Consolidated2025-01-31130603372025-01-3113060337core:CurrentFinancialInstrumentscore:WithinOneYearbus:Consolidated2025-01-3113060337core:CurrentFinancialInstrumentscore:WithinOneYear2026-01-3113060337core:CurrentFinancialInstrumentscore:WithinOneYear2025-01-3113060337core:ShareCapitalbus:Consolidated2026-01-3113060337core:ShareCapitalbus:Consolidated2025-01-3113060337core:SharePremiumbus:Consolidated2026-01-3113060337core:SharePremiumbus:Consolidated2025-01-3113060337core:RetainedEarningsAccumulatedLossesbus:Consolidated2026-01-3113060337core:RetainedEarningsAccumulatedLossesbus:Consolidated2025-01-3113060337core:TotalEquityAttributableToOwnersParentBeforeNon-controllingInterestsbus:Consolidated2026-01-3113060337core:TotalEquityAttributableToOwnersParentBeforeNon-controllingInterestsbus:Consolidated2025-01-3113060337core:Non-controllingInterestsbus:Consolidated2026-01-3113060337core:Non-controllingInterestsbus:Consolidated2025-01-3113060337core:ShareCapital2026-01-3113060337core:ShareCapital2025-01-3113060337core:SharePremium2026-01-3113060337core:SharePremium2025-01-3113060337core:RetainedEarningsAccumulatedLosses2026-01-3113060337core:RetainedEarningsAccumulatedLosses2025-01-3113060337core:ShareCapitalbus:Consolidated2024-01-3113060337core:SharePremiumbus:Consolidated2024-01-31130603372024-01-3113060337core:ShareCapital2024-01-3113060337core:SharePremium2024-01-3113060337core:RetainedEarningsAccumulatedLosses2024-01-3113060337core:ShareCapitalbus:Consolidated2024-02-012025-01-3113060337core:SharePremiumbus:Consolidated2024-02-012025-01-3113060337core:ShareCapital2024-02-012025-01-3113060337core:SharePremium2024-02-012025-01-3113060337bus:Consolidated2024-01-3113060337core:Goodwill2025-02-012026-01-3113060337core:IntangibleAssetsOtherThanGoodwill2025-02-012026-01-3113060337core:ComputerSoftware2025-02-012026-01-3113060337core:LeaseholdImprovements2025-02-012026-01-3113060337core:PlantMachinery2025-02-012026-01-3113060337core:FurnitureFittings2025-02-012026-01-3113060337core:UKTaxbus:Consolidated2025-02-012026-01-3113060337core:UKTaxbus:Consolidated2024-02-012025-01-3113060337bus:Consolidated22025-02-012026-01-3113060337bus:Consolidated22024-02-012025-01-3113060337bus:Consolidated32025-02-012026-01-3113060337bus:Consolidated32024-02-012025-01-3113060337core:Goodwillbus:Consolidated2025-01-3113060337core:ComputerSoftwarebus:Consolidated2025-01-3113060337bus:Consolidated2025-01-3113060337core:Goodwillcore:ExternallyAcquiredIntangibleAssetsbus:Consolidated2025-02-012026-01-3113060337core:ComputerSoftwarecore:ExternallyAcquiredIntangibleAssetsbus:Consolidated2025-02-012026-01-3113060337core:ExternallyAcquiredIntangibleAssetsbus:Consolidated2025-02-012026-01-3113060337core:Goodwillbus:Consolidated2025-02-012026-01-3113060337core:ComputerSoftwarebus:Consolidated2025-02-012026-01-3113060337core:LeaseholdImprovementsbus:Consolidated2025-01-3113060337core:PlantMachinerybus:Consolidated2025-01-3113060337core:FurnitureFittingsbus:Consolidated2025-01-3113060337core:LeaseholdImprovementsbus:Consolidated2025-02-012026-01-3113060337core:PlantMachinerybus:Consolidated2025-02-012026-01-3113060337core:FurnitureFittingsbus:Consolidated2025-02-012026-01-3113060337core:Subsidiary12025-02-012026-01-3113060337core:Subsidiary22025-02-012026-01-3113060337core:Subsidiary32025-02-012026-01-3113060337core:Subsidiary42025-02-012026-01-3113060337core:Subsidiary52025-02-012026-01-3113060337core:Subsidiary62025-02-012026-01-3113060337core:Subsidiary72025-02-012026-01-3113060337core:Subsidiary82025-02-012026-01-3113060337core:Subsidiary92025-02-012026-01-3113060337core:Subsidiary102025-02-012026-01-3113060337core:Subsidiary112025-02-012026-01-3113060337core:Subsidiary222025-02-012026-01-3113060337core:Subsidiary332025-02-012026-01-3113060337core:Subsidiary442025-02-012026-01-3113060337core:Subsidiary552025-02-012026-01-3113060337core:Subsidiary662025-02-012026-01-3113060337core:Subsidiary772025-02-012026-01-3113060337core:Subsidiary882025-02-012026-01-3113060337core:Subsidiary992025-02-012026-01-3113060337core:Subsidiary10102025-02-012026-01-3113060337core:CurrentFinancialInstrumentsbus:Consolidated2026-01-3113060337core:CurrentFinancialInstruments2026-01-3113060337core:CurrentFinancialInstruments2025-01-3113060337core:CurrentFinancialInstrumentsbus:Consolidated12026-01-3113060337core:CurrentFinancialInstrumentsbus:Consolidated12025-01-3113060337core:CurrentFinancialInstruments22026-01-3113060337core:CurrentFinancialInstruments22025-01-3113060337core:Non-currentFinancialInstrumentsbus:Consolidated2026-01-3113060337core:Non-currentFinancialInstrumentsbus:Consolidated2025-01-3113060337core:Non-currentFinancialInstruments2026-01-3113060337core:Non-currentFinancialInstruments2025-01-3113060337core:Non-currentFinancialInstrumentscore:AfterOneYearbus:Consolidated2026-01-3113060337core:Non-currentFinancialInstrumentscore:AfterOneYearbus:Consolidated2025-01-3113060337core:Non-currentFinancialInstrumentscore:AfterOneYear2026-01-3113060337core:Non-currentFinancialInstrumentscore:AfterOneYear2025-01-3113060337core:WithinOneYearbus:Consolidated2026-01-3113060337core:WithinOneYearbus:Consolidated2025-01-3113060337core:WithinOneYear2026-01-3113060337core:WithinOneYear2025-01-3113060337core:BetweenTwoFiveYearsbus:Consolidated2026-01-3113060337core:BetweenTwoFiveYearsbus:Consolidated2025-01-3113060337core:BetweenTwoFiveYears2026-01-3113060337core:BetweenTwoFiveYears2025-01-3113060337core:MoreThanFiveYearsbus:Consolidated2026-01-3113060337core:MoreThanFiveYearsbus:Consolidated2025-01-3113060337core:MoreThanFiveYears2026-01-3113060337core:MoreThanFiveYears2025-01-3113060337bus:PrivateLimitedCompanyLtd2025-02-012026-01-3113060337bus:FRS1022025-02-012026-01-3113060337bus:Audited2025-02-012026-01-3113060337bus:ConsolidatedGroupCompanyAccounts2025-02-012026-01-3113060337bus:FullAccounts2025-02-012026-01-31xbrli:purexbrli:sharesiso4217:GBP