Company registration number SC204657 (Scotland)
FIRST SCOTTISH GROUP LIMITED
ANNUAL REPORT AND UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
FIRST SCOTTISH GROUP LIMITED
COMPANY INFORMATION
Directors
Ms S Burton
Mr M Andrews
Ms L Innes
Mr L Rhodes
(Appointed 9 June 2025)
Company number
SC204657
Registered office
St. Davids House
St. David's Drive
Dalgety Bay
Fife
KY11 9NB
Accountants
Thomson Cooper
3 Castle Court
Carnegie Campus
Dunfermline
Fife
KY11 8PB
Bankers
Barclays Bank
Market Place
Leicester
Leicestershire
LE87 2BB
FIRST SCOTTISH GROUP LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3
Accountants' report
4
Profit and loss account
5
Balance sheet
6
Statement of changes in equity
7
Statement of cash flows
8
Notes to the financial statements
9 - 14
FIRST SCOTTISH GROUP LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -

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

Review of the business

First Scottish Group Limited is the holding company of First Scottish Searching Services Limited and First Scottish Document Management Limited.

The Scottish Property Market experienced growth of 5.8% in 2025, similar to that of 2024. FSSS’s sales reflected this with an increase in turnover of £620k. This was a good result and reflects the group’s continued success in winning new business and introducing new products for the legal profession. The group continued to be the leading provider of legal searches, property enquiry certificates and plans related work in Scotland.

During the year the group continued to invest in product development and build the technical expertise necessary to allow it to help its customers meet the changing requirements of the conveyancing process.

The key areas of strategic development are product range extension, sales and marketing. The group ensures it has the technical expertise to develop services to meet the needs of its customer base and to respond to changes in legislation or reporting requirements as they arise. The group closely monitors and develops relationships with its customers.

The Directors are confident that the group can continue to grow both turnover and profitability for the foreseeable future.

Principal risks and uncertainties

The principal risks facing the group include:

Market performance - the group’s sales are dependent on the strength of the Scottish property market. The group monitors trends in the market closely and resource plans to meet anticipated changes.

Competitive risk - the group operates in a competitive market where there are few barriers to entry. It maintains a dialogue with its customers and continually reviews its products and services to ensure that they remain competitive.

Major disruption / Disaster - the group regularly reviews its business continuity plans to minimise the impact of major disruption or disasters.

Liquidity Risk - the group maintains a mixture of development and working capital finance facilities which ensures it has sufficient funds for its operations.

Key performance indicators

The key performance indicators for the group are:

2025 2024

First Scottish Group

Profit before Taxation £2,618,442 £2,661,723

First Scottish Searching Services

Profit before Taxation £2,885,990 £2,714,078

First Scottish Document Management

Profit before Taxation £34,391 £85,764

FIRST SCOTTISH GROUP LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -

On behalf of the board

Ms S Burton
Director
28 April 2026
FIRST SCOTTISH GROUP LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -

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

Principal activities
Results and dividends

The results for the period are set out on page 6.

Ordinary dividends were paid amounting to £2,626,976. 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:

Ms S Burton
Mr M Andrews
Ms L Innes
Ms S Lowe
(Resigned 9 June 2025)
Mr L Rhodes
(Appointed 9 June 2025)
On behalf of the board
Ms S Burton
Director
28 April 2026
FIRST SCOTTISH GROUP LIMITED
REPORT TO THE DIRECTORS ON THE PREPARATION OF THE UNAUDITED STATUTORY ACCOUNTS OF FIRST SCOTTISH GROUP LIMITED
- 4 -

In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of First Scottish Group Limited for the year ended 31 December 2025 set out on pages 5 to 14 from the company’s accounting records and from information and explanations you have given us.

As a practising member firm of the ICAS we are subject to its ethical and other professional requirements which are detailed at https://icas.com/icas-framework-preparation-of-accounts.

This report is made solely to the b oard of d irectors of First Scottish Group Limited, as a body, in accordance with the terms of our engagement letter dated 20 June 2019. Our work has been undertaken solely to prepare for your approval the financial statements of First Scottish Group Limited and state those matters that we have agreed to state to the b oard of d irectors of First Scottish Group Limited, as a body, in this report in accordance with the requirements of the ICAS as detailed at https://icas.com/icas-framework-preparation-of-accounts. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than First Scottish Group Limited and its b oard of d irectors as a body, for our work or for this report.

It is your duty to ensure that First Scottish Group Limited has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the assets, liabilities, financial position and profit of First Scottish Group Limited. You consider that First Scottish Group Limited is exempt from the statutory audit requirement for the year.

We have not been instructed to carry out an audit or a review of the financial statements of First Scottish Group Limited. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory f inancial statements.

Thomson Cooper
Accountants
3 Castle Court
Carnegie Campus
Dunfermline
Fife
KY11 8PB
28 April 2026
FIRST SCOTTISH GROUP LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 5 -
2025
2024
Notes
£
£
Turnover
-
-
Administrative expenses
(131,558)
(191,062)
Operating loss
(131,558)
(191,062)
Interest receivable and similar income
3
2,750,000
2,852,785
Profit before taxation
2,618,442
2,661,723
Tax on profit
-
0
-
0
Profit for the financial year
2,618,442
2,661,723
FIRST SCOTTISH GROUP LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2025
31 December 2025
- 6 -
2025
2024
Notes
£
£
£
£
Fixed assets
Investments
5
3,141,765
3,141,765
Current assets
Debtors
7
-
0
88,748
Cash at bank and in hand
4,582
4,582
4,582
93,330
Creditors: amounts falling due within one year
8
(2,988,446)
(3,068,660)
Net current liabilities
(2,983,864)
(2,975,330)
Net assets
157,901
166,435
Capital and reserves
Called up share capital
9
1,094
1,094
Share premium account
49,925
49,925
Profit and loss reserves
106,882
115,416
Total equity
157,901
166,435

For the financial year ended 31 December 2025 the company was entitled to exemption from audit under section 47 9A of the Companies Act 2006 relating to subsidiary companies.

T he members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

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 28 April 2026 and are signed on its behalf by:
Ms S Burton
Director
Company registration number SC204657 (Scotland)
FIRST SCOTTISH GROUP LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 7 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 January 2024
1,094
49,925
9,691
60,710
Year ended 31 December 2024:
Profit and total comprehensive income
-
-
2,661,723
2,661,723
Dividends
4
-
-
(2,555,998)
(2,555,998)
Balance at 31 December 2024
1,094
49,925
115,416
166,435
Year ended 31 December 2025:
Profit and total comprehensive income
-
-
2,618,442
2,618,442
Dividends
4
-
-
(2,626,976)
(2,626,976)
Balance at 31 December 2025
1,094
49,925
106,882
157,901
FIRST SCOTTISH GROUP LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 8 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash absorbed by operations
12
(123,024)
(294,160)
Investing activities
Interest received
-
0
2,785
Dividends received
2,750,000
2,850,000
Net cash generated from investing activities
2,750,000
2,852,785
Financing activities
Dividends paid
(2,626,976)
(2,555,998)
Net cash used in financing activities
(2,626,976)
(2,555,998)
Net increase in cash and cash equivalents
-
0
2,627
Cash and cash equivalents at beginning of year
4,582
1,955
Cash and cash equivalents at end of year
4,582
4,582
FIRST SCOTTISH GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 9 -
1
Accounting policies
Company information

First Scottish Group Limited is a private company limited by shares incorporated in Scotland. The registered office is St. Davids House, St. David's Drive, Dalgety Bay, Fife, KY11 9NB.

1.1
Accounting convention

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

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

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

1.2
Going concern

A true t the time of approving the financial statements, based on the current financial position of the company, t he directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The company has a good level of reserves and the support of the group, which they consider to be more than adequate. Accordingly t he directors continue to adopt the going concern basis of accounting in preparing the financial statements. The directors have considered a period of 12 months from the date of approval of the financial statements.

1.3
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities 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.

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 company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

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

1.4
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.

FIRST SCOTTISH GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 10 -
1.5
Financial instruments

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

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

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

Basic financial assets

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

Other financial assets

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

Impairment of financial assets

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

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

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

Derecognition of financial assets

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

Classification of financial liabilities

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

FIRST SCOTTISH GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 11 -
Basic financial liabilities

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

Other financial liabilities

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

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

Derecognition of financial liabilities

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

1.6
Equity instruments

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

1.7

Group accounts

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.

First Scottish Group Limited is a wholly owned subsidiary of TIC Holdco Limited and the results of First Scottish Group Limited are included in the consolidated financial statements of TIC Holdco Limited which are available from the registered office at The Poynt, 45 Wollaton Street, Nottingham, NG1 5FW.

2
Employees

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

2025
2024
Number
Number
Total
0
0
FIRST SCOTTISH GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 12 -
3
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest on bank deposits
-
0
2,785
Income from fixed asset investments
Income from shares in group undertakings
2,750,000
2,850,000
Total income
2,750,000
2,852,785

Investment income includes the following:

Interest on financial assets not measured at fair value through profit or loss
-
0
2,785
4
Dividends
2025
2024
£
£
Interim paid
2,626,976
2,555,998
5
Fixed asset investments
2025
2024
Notes
£
£
Investments in subsidiaries
6
3,141,765
3,141,765
6
Subsidiaries

These financial statements are separate company financial statements for First Scottish Group Limited.

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

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
First Scottish Searching Services Limited
England & Wales
Ordinary Shares
100.00
First Scottish Document Management Limited
Scotland
Ordinary Shares
100.00
7
Debtors
2025
2024
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
-
0
88,748
FIRST SCOTTISH GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 13 -
8
Creditors: amounts falling due within one year
2025
2024
£
£
Amounts owed to group undertakings
2,982,946
3,041,158
Taxation and social security
-
0
24,502
Accruals and deferred income
5,500
3,000
2,988,446
3,068,660
9
Share capital
2025
2024
£
£
Ordinary share capital
39,368 A Ordinary Shares of 1p each
394
394
760 B1 Ordinary Shares of 1p each
7
7
11,400 B2 Ordinary Shares of 1p each
114
114
30,188 B3 Ordinary Shares of 1p each
302
302
2,964 C Ordinary Shares of 1p each
30
30
24,684 Deferred Shares of 1p each
247
247
1,094
1,094
10
Related party transactions

The company is claiming exemption from disclosing transactions with other group companies under paragraph 33.1A of FRS 102.

11
Ultimate parent company and control

During the two years ended 31 December 2025 the ultimate parent company was TIC Holdco Limited, a company registered in England. The ultimate controlling party was Peter Dubens, by virtue of his shareholding in TIC Holdco Limited.

12
Cash absorbed by operations
2025
2024
£
£
Profit after taxation
2,618,442
2,661,723
Adjustments for:
Investment income
(2,750,000)
(2,852,785)
Movements in working capital:
Decrease/(increase) in debtors
88,748
(88,748)
Decrease in creditors
(80,214)
(14,350)
Cash absorbed by operations
(123,024)
(294,160)
FIRST SCOTTISH GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 14 -
13
Analysis of changes in net funds
1 January 2025
31 December 2025
£
£
Cash at bank and in hand
4,582
4,582
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