The directors present the strategic report for the year ended 31 March 2026.

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 2026, a total of four Impact First Funds (A, B, C and D), with an accumulated raise of £8.4m (2025: £8.4m), are managed by SIS Ventures Limited. A total of £7.5m (2025: £7.5m) has been invested in 16 mission-led enterprises through the Impact First Funds at 31 March 2026.

Following the completion of deployment from the Impact First Funds, SIS Ventures Limited has now moved to a portfolio management strategy, with continual monitoring of investees and a focus on exit modelling ahead of fund end dates in 2030.

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.

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 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 following key risks have been identified and are closely monitored:

• Investment default - The risk of financial or reputational loss on non-performing investments. There are appropriate investment approval processes in place to provide challenge to approvals and an appropriate level of monitoring in place through the SIS Ventures investment team, together with the Group's Head of Credit and Compliance, with oversight from the SIS 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 Officer. Appropriate policies and practices for key staff, with regular monitoring of training needs. Where necessary support for compliance is sought from external parties.

Turnover for the year was £165,551 (2025: £233,070), with a profit for the financial year of £22,149 (2025: loss for the financial year of £76,270).

The balance sheet shows the company's net assets at the year-end are £131,487 (2025: £109,338), with cash at bank and hand of £127,474 (2025: £92,255).

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

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.

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 March 2026.

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.

The profit for the year, after taxation, amounted to £22,149 (2025: loss for the year £76,270). No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

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:

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

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.

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.

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

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:

• select suitable accounting policies and then apply them consistently;

• make judgements and accounting estimates that are reasonable and prudent; and

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

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.

We have audited the financial statements of SIS Ventures Limited (the 'company') for the year ended 31 March 2026 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:

• give a true and fair view of the state of the company's affairs as at 31 March 2026 and of its profit for the year then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

• have been prepared in accordance with the requirements of the Companies Act 2006.

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.

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.

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:

• adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

• the financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of directors' remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

• the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption in preparing the directors' report.

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.

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:

• 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: FCA and client money regulation, 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;

• Reviewing senior leadership team meeting minutes;

• Challenging assumptions and judgements made by management in their significant accounting estimates, in particular in relation to the valuation of accruals, deferred income and recoverability of debtors; 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 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.

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

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

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.

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:

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches.

The financial statements of the company are consolidated in the financial statements of Social Investment Scotland as at 31 March 2026. These consolidated financial statements will be 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.

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.

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.

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.

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.

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

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, 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.

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.

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

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.

New or revised Financial Reporting Standards

The amendments to FRS 102 are applicable for accounting periods commencing on or after 1 January 2026, with earlier adoption permitted. The directors have opted not to adopt these amendments early, as such, the amendments will be implemented for the accounting policy period ending 31 March 2027. The most significant amendments are the replacement of Section 23, now renamed ‘Revenue from Contracts with Customers’, and Section 20 ‘Leases’. The other less significant changes are not currently expected to have a material impact. The new revenue and leasing requirements seek to provide greater consistency and alignment with International Financial Reporting Standards, namely IFRS 15 and IFRS 16.

The company is currently planning for the implementation of these changes.

Under the new lease accounting requirements these changes will be applied using the modified retrospective approach which avoids the restatement of comparative figures. The implementation of the changes would see leased assets recognised as Right-of-Use assets on-balance sheet, with a lease liability recognised based on the discounted value of any future commitments, plus payments related to optional extension periods if considered reasonably certain. Exemptions to this approach will be considered for certain short-term leases or low-value assets. Based on current operations with no lease accounting, this is unlikely to have any impact on the company.

Under the new revenue accounting requirements, management expects these changes to be applied using the modified retrospective approach which avoids the restatement of comparative figures. Management are reviewing the current and expected future revenue transactions to determine the necessary performance obligations, transaction prices, and overall recognition and presentation to ensure compliance with the changes.

As at the date of signing the financial statements, and given the changes relate to future periods, it has been deemed impractical to determine the amounts involved.

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.

The valuation of accruals, deferred income and recoverability of debtors 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.

The company has 0 employees including the directors, who did not receive any remuneration (2025: £nil)

Following the cessation of employment within SIS Ventures in January 2025, services are now provided through subcontracting arrangements. Accordingly, no salary, employer national insurance, or pension costs were recharged by Social Investment Scotland to SIS Ventures during 2026 (2025: £169,689 relating to three employees).

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

Details of the company's subsidiaries at 31 March 2026 are as follows:

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 nil (2025: 60,000) ordinary shares. The nominal value of each share is £1. The aggregate nominal value of the shares allotted amounts to £nil (2025: £60,000). The company received a total consideration of £nil (2025: £60,000) in cash for this allotment.

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.

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.