Company registration number SC572085 (Scotland)
Impact First Nominees Limited
Annual report and financial statements
for the year ended 31 March 2025
Impact First Nominees Limited
Company information
Directors
Alastair Davis
Claire Treacy
George Walker
Secretary
Alistair Johnstone
Company number
SC572085
Registered office
3rd Floor
27 George Street
Edinburgh
EH2 2PA
Auditor
Henderson Loggie LLP
The Stamp Office
Level 5
10 - 14 Waterloo Place
Edinburgh
EH1 3EG
Solicitors
Morton Fraser MacRoberts LLP
2 Lister Square
Quartermile Two
Simpson Loan
Edinburgh
EH3 9GL
Impact First Nominees Limited
Contents
Page
Strategic report
1
Directors' report
2
Directors' responsibilities statement
3
Independent auditor's report
4 - 6
Balance sheet
7
Statement of changes in equity
8
Notes to the financial statements
9 - 11
Impact First Nominees Limited
Strategic Report
for the year ended 31 March 2025
- 1 -

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

Review of the business

The principal activity of the company is to act as a nominee company for Impact First Fund A, on behalf of private investors. The company established its Impact First Fund A to nurture the growth of impact-led enterprises across Scotland, providing access to capital and supporting the development of an impact framework for entrepreneurs. An initial fund raise was completed during 2018/2019, raising £1,255,000. The full raise is now fully invested and there is a total of eight impact-led enterprises within it. SIS Ventures Limited, also a subsidiary of Social Investment Scotland, is the fund manager.

Principal risks and uncertainties

The process of setting risk appetite and risk management is addressed through a framework of policies, procedures and internal controls. All policies are subject to approval in line with the Group’s governance arrangements and ongoing review by management and internal audit. Compliance with regulation, legal and ethical standards is a high priority of the Group.

The SIS Risk Committee is responsible for ensuring an appropriate internal control environment operates across the Group and provides assurance that controls are effective. Key risks are managed proactively, and emerging risks are identified, escalated, and mitigated appropriately and on a timely basis.

The SIS Ventures Investment Committee is responsible for reviewing all investment applications to SIS Ventures and the Impact First Fund, providing ongoing portfolio and equity risk oversight and ensuring their decisions are consistent with the SIS Ventures investment strategy and investment policy.

The principal risk is around delivery of the fund objective and execution of the investment strategy. The following key risks have been identified and are closely monitored:

Key performance indicators

Investment performance is monitored on an on-going basis. As at 31 March 2025, the valuation of the portfolio stands at £1.95m (2024: £1.61m).

Future developments

The Company’s focus will be the monitoring of the portfolio performance.

On behalf of the board

Alastair Davis
Director
25 July 2025
Impact First Nominees Limited
Directors' report
for the year ended 31 March 2025
- 2 -

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

Principal activities

The principal activity of the company is to support and grow high impact enterprises through access to mission-aligned investment. Management of the fund has been contracted to SIS Ventures Limited, which is authorised and regulated by the Financial Conduct Authority (firm reference number 790743).

Results and dividends

The financial statements have been prepared on a nominee basis and show only nominal amounts. The company has made neither a profit nor a loss for the year (2024: £nil).

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

Directors

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

Alastair Davis
Claire Treacy
George Walker
Morag McNeill
(Resigned 1 June 2024)
Auditor

In accordance with the company's articles, a resolution proposing that Henderson Loggie LLP be reappointed as auditor of the company will be put at a General Meeting.

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.

Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

On behalf of the board
Alastair Davis
Director
25 July 2025
Impact First Nominees Limited
Directors' responsibilities statement
for the year ended 31 March 2025
- 3 -

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:

 

 

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.

Impact First Nominees Limited
Independent auditor's report
to the member of Impact First Nominees Limited
- 4 -
Opinion

We have audited the financial statements of Impact First Nominees Limited (the 'company') for the year ended 31 March 2025 which comprise 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 FRS 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 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.

Impact First Nominees Limited
Independent auditor's report
to the member of Impact First Nominees Limited (continued)
- 5 -

Opinions on other matters prescribed by the Companies Act 2006

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

 

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 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 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.

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 specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud, is detailed below.

 

As part of our planning process:

Impact First Nominees Limited
Independent auditor's report
to the member of Impact First Nominees Limited (continued)
- 6 -

 

The key procedures we undertook to detect irregularities including fraud during the course of the audit included:

 

Owing to the inherent limitations of an audit, there is an unavoidable risk that some material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK). For instance, the further removed non-compliance is from the events and transactions reflected in the financial statements, the less likely the auditor is to become aware of it or to recognise the non-compliance.

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 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.

Diana Penny
Senior Statutory Auditor
For and on behalf of Henderson Loggie LLP
25 July 2025
Chartered Accountants
Statutory Auditor
The Stamp Office
Level 5
10 - 14 Waterloo Place
Edinburgh
EH1 3EG
Impact First Nominees Limited
Balance sheet
as at 31 March 2025
- 7 -
2025
2024
Notes
£
£
£
£
Current assets
Cash at bank and in hand
1
1
Net current assets
1
1
Capital and reserves
Called up share capital
5
1
1
The financial statements were approved by the board of directors and authorised for issue on 25 July 2025 and are signed on its behalf by:
Alastair Davis
Director
Company Registration No. SC572085
Impact First Nominees Limited
Statement of changes in equity
for the year ended 31 March 2025
- 8 -
Share capital
£
Balance at 1 April 2023
1
Year ended 31 March 2024:
Profit and total comprehensive income
-
Balance at 31 March 2024
1
Year ended 31 March 2025:
Profit and total comprehensive income
-
Balance at 31 March 2025
1
Impact First Nominees Limited
Notes to the financial statements
for the year ended 31 March 2025
- 9 -
1
Accounting policies
Company information

Impact First Nominees Limited is a private company limited by shares incorporated in Scotland. The registered office is 3rd Floor, 27 George Street, Edinburgh, EH2 2PA.

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 amounts 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. The company has therefore taken advantage of exemptions from the following disclosure requirements:

 

 

The financial statements of the company are consolidated in the financial statements of Social Investment Scotland as at 31 March 2025. These consolidated financial statements are available from its registered office, 3rd Floor, 27 George Street, Edinburgh, EH2 2PA.

1.2
Going concern

The accounts are prepared on a going concern basis. Having considered the financial projections of the company, future activities and the support from the parent, the directors believe this to be appropriate. On this basis the directors consider it appropriate to prepare the financial statements on a going concern basis. true

1.3
Profit and loss account

The company has not traded during the year or the preceding financial period. During this time, the company received no income and incurred no expenditure and therefore no Profit and loss account is presented in these financial statements.

1.4
Financial instruments

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

 

The company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loan from banks and other third parties, loans to related parties and investments in ordinary shares.

1.5
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.

Impact First Nominees Limited
Notes to the financial statements (continued)
for the year ended 31 March 2025
1
Accounting policies (continued)
- 10 -
1.6

Funds held on a nominee basis

The company's financial statements are prepared on a nominee basis, as individual investors hold shares in the underlying investee assets. Impact First Nominees Limited is not liable for any losses.

2
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.

 

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.

 

There are no key judgements or estimates in these financial statements.

3
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
2,900
2,300

As the accounts of the company are prepared on a nominee basis, no income or expenditure is recognised through the accounts. Consequently, the auditor's remuneration is settled by SIS Ventures Limited on behalf of Impact First Nominees Limited.

4
Employees

The company has no employees other than the directors, who did not receive any remuneration (2024: £nil).

5
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
1
1
1
1

Each share has full rights in the company with respect to voting, dividends and distributions.

Impact First Nominees Limited
Notes to the financial statements (continued)
for the year ended 31 March 2025
- 11 -
6
Related party transactions

The investments made into the company are recognised on a nominee basis and so do not appear within the balance sheet of the company. Under FRS102 Section 33, it is a requirement that amounts invested by the directors (both current and prior year directors) are disclosed as related parties and as such these have been set out below.

 

A Young (director of the parent company, SIS Ventures Limited) invested £15,000 in Impact First Nominees Limited during the year ended 31 March 2019, and has £14,061 (2024: £14,278) owed to them as at the year end.

 

A family member of M McNeill (former director of parent company, SIS Ventures Limited, until 17 May 2024, and of Impact First Nominees Limited, until 1 June 2024) invested £30,000 in Impact First Nominees Limited during the year ended 31 March 2019, and has £28,122 (2024: £28,552) owed to them as at the year end.

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