Company registration number SC576272 (Scotland)
SIS Ventures Limited
Annual report and financial statements
for the year ended 31 March 2025
SIS Ventures Limited
Company information
Directors
Alastair Davis
Amir Rizwan
Thomas Gillan
Secretary
Alistair Johnstone
Company number
SC576272
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
SIS Ventures Limited
Contents
Page
Strategic report
1 - 2
Directors' report
3
Directors' responsibilities statement
4
Independent auditor's report
5 - 7
Statement of comprehensive income
8
Balance sheet
9
Statement of changes in equity
10
Notes to the financial statements
11 - 17
SIS Ventures 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 company provides fund management services to Impact First Funds. The funds invest in impact-led enterprises to help address society's greatest challenges and needs across Scotland.

As at 31 March 2025, a total of four Impact First Funds (A, B, C and D), with an accumulated raise of £8.4m (2024: £8.4m), are managed by SIS Ventures Limited. A total of £7.5m (2024: £6.6m) has been invested in 16 mission-led enterprises through the Impact First Funds at 31 March 2025.

In early 2023, the EIS qualifying Impact First Fund (D) was launched, providing private investors with an opportunity to support both the existing portfolio of investments as well as invest in new, early-stage Impact-led Enterprises. As at 31 March 2025, Fund D has accumulated investments of £530k from private investors (2024: £530k).

SIS Ventures Limited, as an entity regulated by the financial conduct authority, will provide fund management services to similar future funds established as part of strategic plans.

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

Turnover for the year was £233,070 (2024: £353,267), with a loss for the financial year of £76,270 (2024: profit for the financial year of £1,000).

The balance sheet shows the company’s net assets at the year-end are £109,338 (2024: £125,608), with cash at bank and hand of £92,255 (2024: £206,467).

Investment performance and capital deployment are monitored on an ongoing basis.

SIS Ventures Limited
Strategic report (continued)
for the year ended 31 March 2025
- 2 -
Future developments

The four funds are now fully deployed, and as a result, the company’s focus has transitioned from capital deployment to active portfolio management, with a view to maximising both financial returns and social impact.

 

To align with this shift in strategic focus, a review of the SIS governance structure has been undertaken. From June 2025, SIS Ventures will be governed directly by the SIS Board, with the existing SIS Ventures Investment Committee consolidated into a new, streamlined Group Investment Committee responsible for overseeing investment performance across SIS.

 

These changes are designed to strengthen oversight, ensure alignment across the broader SIS group, and support the long term goal of delivering strong outcomes, both financial and impact, from the existing portfolio. The revised structure has the full support of the SIS Board, SIS Ventures, and our investors.

On behalf of the board

Alastair Davis
Director
25 July 2025
SIS Ventures Limited
Directors' report
for the year ended 31 March 2025
- 3 -

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

Principal activities

The company's principal activity is to provide fund management services to impact investment funds, which invest in impact-led enterprises to help address society's greatest challenges and needs across Scotland.

Results and dividends

The loss for the year, after taxation, amounted to £76,270 (2024: profit for the year £1,000).

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
Amanda Young
(Resigned 4 June 2025)
Amir Rizwan
Caroline McLaughlin
(Resigned 4 June 2025)
Morag McNeill
(Resigned 17 May 2024)
Thomas Gillan
Susi Crawford
(Appointed 26 June 2024 and resigned 4 June 2025)
Post reporting date events

There have been no significant events affecting the company since the year end.

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
SIS Ventures Limited
Directors' responsibilities statement
for the year ended 31 March 2025
- 4 -

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

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

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

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.

SIS Ventures Limited
Independent auditor's report
to the members of SIS Ventures Limited
- 5 -
Opinion

We have audited the financial statements of SIS Ventures Limited (the 'company') for the year ended 31 March 2025 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including 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.

SIS Ventures Limited
Independent auditor's report
to the members of SIS Ventures Limited (continued)
- 6 -

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, are detailed below.

As part of our planning process:

SIS Ventures Limited
Independent auditor's report
to the members of SIS Ventures Limited (continued)
- 7 -

 

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

Diana Penny (Senior Statutory Auditor)
For and on behalf of Henderson Loggie LLP, Statutory Auditor
Chartered Accountants
The Stamp Office
Level 5
10 - 14 Waterloo Place
Edinburgh
EH1 3EG
25 July 2025
SIS Ventures Limited
Statement of comprehensive income
for the year ended 31 March 2025
- 8 -
2025
2024
Notes
£
£
Turnover
3
233,070
353,267
Administrative expenses
(309,340)
(352,267)
(Loss)/profit before taxation
(76,270)
1,000
Tax on (loss)/profit
6
-
0
-
0
(Loss)/profit for the financial year
(76,270)
1,000

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

SIS Ventures Limited
Balance sheet
as at 31 March 2025
31 March 2025
- 9 -
2025
2024
Notes
£
£
£
£
Fixed assets
Investments
8
1
1
Current assets
Debtors
10
57,645
74,933
Cash at bank and in hand
92,255
206,467
149,900
281,400
Creditors: amounts falling due within one year
11
(40,563)
(155,793)
Net current assets
109,337
125,607
Net assets
109,338
125,608
Capital and reserves
Called up share capital
12
185,000
125,000
Profit and loss reserves
(75,662)
608
Total equity
109,338
125,608

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 25 July 2025 and are signed on its behalf by:
Alastair Davis
Director
Company registration number SC576272 (Scotland)
SIS Ventures Limited
Statement of changes in equity
for the year ended 31 March 2025
- 10 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 April 2023
75,000
-
0
75,000
Year ended 31 March 2024:
Profit and total comprehensive income for the year
-
1,000
1,000
Issue of share capital
12
50,000
-
50,000
Distributions to parent charity under gift aid
7
-
(392)
(392)
Balance at 31 March 2024
125,000
608
125,608
Year ended 31 March 2025:
Loss and total comprehensive income for the year
-
(76,270)
(76,270)
Issue of share capital
12
60,000
-
60,000
Balance at 31 March 2025
185,000
(75,662)
109,338
SIS Ventures Limited
Notes to the financial statements
for the year ended 31 March 2025
- 11 -
1
Accounting policies
Company information

SIS Ventures 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.

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

1.2
Going concern

The financial statements have been prepared on a going concern basis which the Directors consider to be appropriate for the following reasons. The company meets its day to day working capital requirements from its cash resources taking into account income generated and costs incurred in carrying out its business activities.true

 

The Directors have prepared cash flow forecasts for a period of at least 12 months from the date of the approval of these financial statements. These forecasts include both a base budget and reasonably plausible downside scenarios. In addition to liquidity risks the company is required to meet capital requirements set by the Financial Conduct Authority. The Directors have also considered the availability of continued financial support from its parent undertaking Social Investment Scotland.

SIS Ventures Limited
Notes to the financial statements (continued)
for the year ended 31 March 2025
1
Accounting policies (continued)
- 12 -
1.2
Going concern (continued)

Social Investment Scotland has indicated its intention to continue to make available such funds as are required by the company during the going concern assessment period to meets its cash flow and capital requirements. As with any company placing reliance on other group entities for financial support, the Directors acknowledge the importance of moving towards financial sustainability without reliance on the parent company.

 

Consequently, the Directors are confident that the company will have sufficient funds and capital to meet its liabilities as they fall due and its regulatory obligations for at least 12 months from the date of approval of these financial statements and therefore have prepared the financial statements on a going concern basis.

1.3
Turnover

Turnover is represented by arrangement fees, deployment fees, management fees and ongoing monitoring fees. Arrangement fees are recognised upon deployment of investment. Deployment fees are recognised in line with the deployment period of the investment fund. Management fees are recognised on an on-going monthly basis following deployment. Monitoring fees are recognised on an on-going basis until such time an investment concludes.

Fees are recognised at the fair value of the consideration received or receivable net of VAT and other sales related taxes.

1.4
Fixed asset investments

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

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

1.5
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand.

1.6
Financial instruments

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, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

 

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.

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.

SIS Ventures Limited
Notes to the financial statements (continued)
for the year ended 31 March 2025
1
Accounting policies (continued)
- 13 -
Impairment of financial assets

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

 

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

 

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

Derecognition of financial assets

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

Derecognition of financial liabilities

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

1.7
Taxation

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

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

1.8

Distributions to parent charity under gift aid

The company, a subsidiary of Social Investment Scotland, distributes its taxable profits to the parent charity under Gift Aid. These distributions are recognised as a liability at the balance sheet date if a legal obligation exists, or when paid if not.

SIS Ventures Limited
Notes to the financial statements (continued)
for the year ended 31 March 2025
- 14 -
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.

Key sources of estimation uncertainty
Accruals and deferred income

The valuation of accruals and deferred income often involves a degree of estimation uncertainty; however, information received after the year-end but before the financial statements are signed can often provide greater clarity and improve the accuracy of these estimates.

3
Turnover
2025
2024
£
£
Turnover analysed by class of business
Monitoring fees
66,559
81,957
Arrangement fees
39,083
79,448
Deployment fees
29,167
143,750
Management fees
97,807
48,112
454
-
233,070
353,267
4
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
8,000
6,000
For other services
Audit-related assurance services
4,700
4,000
Taxation compliance services
625
580
5,325
4,580
5
Employees

The company has 0 employees other than the directors, who did not receive any remuneration (2024: £nil).

SIS Ventures Limited
Notes to the financial statements (continued)
for the year ended 31 March 2025
5
Employees (continued)
- 15 -

Specific expenses incurred by Social Investment Scotland employees working for SIS Ventures are tracked and subsequently recharged to SIS Ventures. For 2025, the total expenses for salaries, national insurance, and pensions was paid for a total of 3 individuals (2024: 4) and amounted to £169,689 (2024: £234,688).

6
Taxation

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

2025
2024
£
£
(Loss)/profit before taxation
(76,270)
1,000
Expected tax (credit)/charge based on the standard rate of corporation tax in the UK of 25% (2024: 25%)
(19,068)
250
Tax effect of expenses that are not deductible in determining taxable profit
31
21
Change in unrecognised deferred tax assets
-
0
967
Group relief
19,037
(272)
Other permanent differences
-
0
(966)
Taxation charge for the year
-
-
7
Dividends and distributions
2025
2024
£
£
Distributions to parent charity under gift aid
Amounts paid
-
0
392
8
Fixed asset investments
2025
2024
Notes
£
£
Investments in subsidiaries
9
1
1
9
Subsidiaries

Details of the company's subsidiaries at 31 March 2025 are as follows:

Name of undertaking
Registered office
Class of shares held
% Held Direct
Impact First Nominees Limited
3rd Floor, 27 George Street, EH2 2PA
Ordinary shares
100
SIS Ventures Limited
Notes to the financial statements (continued)
for the year ended 31 March 2025
- 16 -
10
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
16,789
6,376
Amounts owed by group undertakings
29,079
34,111
Other debtors
6,200
-
0
Prepayments and accrued income
5,577
34,446
57,645
74,933
11
Creditors: amounts falling due within one year
2025
2024
£
£
Trade creditors
11,454
2,040
Amounts owed to group undertakings
608
129,359
Taxation and social security
-
0
3,164
Other creditors
2,676
57
Accruals and deferred income
25,825
21,173
40,563
155,793
12
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
185,000
125,000
185,000
125,000

The company has one class of ordinary shares which grant each holder one vote per share on a poll and one vote per member on a show of hands. They entitle holders to participate in dividend distributions and capital distributions, including during winding up. These shares cannot be redeemed at the option of either the company or the shareholder.

During the financial year, the company allotted 60,000 (2024: 50,000) ordinary shares. The nominal value of each share is £1. The aggregate nominal value of the shares allotted amounts to £60,000 (2024: £50,000). The company received a total consideration of £60,000 (2024: £50,000) in cash for this allotment.

13
Related party transactions

As a wholly owned subsidiary of Social Investment Scotland, advantage has been taken of the exemption under FRS 102 Section 33 from the requirement to disclose transactions with other group entities.

SIS Ventures Limited
Notes to the financial statements (continued)
for the year ended 31 March 2025
- 17 -
14
Ultimate controlling party

The ultimate parent undertaking is Social Investment Scotland, a company registered in Scotland. The address of its registered office is the same as that of the company.

 

In the opinion of the directors, the company has no ultimate controlling party.

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