The directors present the strategic report for the year ended 31 March 2025.
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.
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:
Investment default – The risk of financial or reputational loss on non-performing investments. This is monitored through the SIS Ventures investment team, together with the Group’s Head of Credit and Compliance, with oversight from the SIS Ventures Investment Committee and Board.
Regulatory and compliance – Risk associated with instances of non-compliance and violations of regulatory obligations. Internal compliance practices and policies are overseen by the Head of Credit and Compliance. Appropriate policies and practices for key staff, with regular monitoring of training needs. Where necessary support for compliance is sought from external parties.
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).
The Company’s focus will be the monitoring of the portfolio performance.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 March 2025.
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.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
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.
This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.
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).
Basis for 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
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
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:
We enquired of management the systems and controls the company has in place, the areas of the financial statements that are mostly susceptible to the risk of irregularities and fraud, and whether there was any known, suspected or alleged fraud. Management informed us that there were no instances of known, suspected or alleged fraud;
We obtained an understanding of the legal and regulatory frameworks applicable to the company. We determined that the following were most relevant: Data Protection Act 2018 and compliance with the UK Companies Act;
We considered the incentives and opportunities that exist in the company, including the extent of management bias, which present a potential for irregularities and fraud to be perpetrated, and tailored our risk assessment accordingly; and
Using our knowledge of the company, together with the discussions held with management at the planning stage, we formed a conclusion on the risk of misstatement due to irregularities including fraud and tailored our procedures according to this risk assessment.
The key procedures we undertook to detect irregularities including fraud during the course of the audit included:
Enquiries with management about any known or suspected instances of non-compliance with laws and regulations and fraud;
Challenging assumptions and judgements made by management in their significant accounting estimates; and
Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness.
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.
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.
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 £.
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:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
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.
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.
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.
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.
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.
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.
The company has no employees other than the directors, who did not receive any remuneration (2024: £nil).
Each share has full rights in the company with respect to voting, dividends and distributions.
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.