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

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.

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.

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

On behalf of the board

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

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.

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

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 board of directors 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 board of directors 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 board of directors 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 financial statements.

For the financial year ended 31 December 2025 the company was entitled to exemption from audit under section 479A of the Companies Act 2006 relating to subsidiary companies.

The 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.

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.

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.

Atruet the time of approving the financial statements, based on the current financial position of the company, the 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 the 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.

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.

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.

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, 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, 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.

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.

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.

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.

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 payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

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.

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

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.

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.

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

Investment income includes the following:

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:

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

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.