Annual Report and Accounts
31 March 2026
Foresight
Ventures
VCT Plc
Foresight Ventures VCT Plc (the “Company”) is a
Venture Capital Trust (“VCT”) aiming to provide
private investors with attractive returns from a
portfolio ofVCT qualifying investments.
Our Purpose
Key objectives Manager awards
Key dates
Annual General Meeting 21 September 2026
Half-Yearly results
to 30 September 2026 December 2026
Annual results
to 31March2027 July 2027
Payment of annual
dividends of at least 4%
ofnet assets
Provide private investors
with attractive returns from
a portfolio of investments
focused on unquoted
companies
Maintain a programme of
regular share buybacks at
adiscount of 2.5% to NAV
Maintain VCT status so
that the Company and its
Shareholders may benefit
from the tax reliefs and
exemptions available under
the VCT legislation
www.foresight.group/products/foresight-ventures-vct-plc
Introduction
2 Financial Highlights
4 Chair’s Statement
Strategic Report
10 Evolution of Foresight Ventures VCT Plc
11 Manager’s Review
19 Top Ten Investments
24 Portfolio Overview
29 About the Manager
30 Co-Investments
32 Strategic Report
34 Stakeholders and s.172
44 Responsible Investment
47 Risks
52 Viability Statement
Governance
54 Board of Directors
56 Directors’ Report
62 Corporate Governance
68 Audit Committee Report
70 Management Engagement Committee Report
71 Directors’ Remuneration Report
76 Statement of Directors’ Responsibilities
Contents
Financial Statements
78 Independent Auditor’s Report
86 Statement of Comprehensive Income
87 Reconciliation of Movements in Shareholders’ Funds
88 Balance Sheet
89 Cash Flow Statement
90 Notes to the Accounts
107 Notice of Annual General Meeting
111 Glossary of Terms
112 Financial Conduct Authority
113 Shareholder Information
114 Additional Information
115 Corporate Information
1
Foresight Ventures VCT Plc
Annual Report and Accounts 31 March 2026
Strategic ReportIntroduction Governance Financial Statements
Financial Highlights
£88.8m
Total net assets
as at
31 March 2026
85.0p
Net Asset Value
per share
as at
31 March 2026
£7.2m
Unrealised investment
gains
in the year ended
31 March 2026
4.2p
Dividends paid
2.4p 27 March 2026
1.8p 17 October 2025
ș Two new investments costing £1.3 million and 15 follow-on
investments in ten existing portfolio companies costing
£7.2 million were made during the year.
ș The Company fully exited its investments in CAI Software
LLC, Glisser Limited, Limitless Technology Limited,
Gatewales Limited, Pilgrim Trading Limited, Kimbolton
Lodge Limited, Flowgroup Plc and Libertine Holdings Plc,
realising losses of £6.6million in the year and returning
proceeds of £2.1 million to the Company.
ș The Company partially exited one Unquoted Growth
investment and nine quoted investments in the year,
realising a gain of £1.2 million and returning proceeds of
£3.4 million to the Company.
ș In the year, the value of the investment portfolio rose by
£4.7 million. This increase was made up of acquisitions of
£8.5 million, unrealised investment gains of £7.2 million
and disposals of £11.0 million.
ș A final dividend in relation to the financial year
end 31 March 2025 of 1.8p per share was paid on
17October 2025. Interim and special dividends were
paid on 27 March 2026 of 1.8p per share and 0.6p
per share respectively, returning a total of £4.0 million
toShareholders.
ș During the year, under the Offers for subscription dated
11October 2024 and 14 October 2025, £4.9 million
ofnew funds were raised. An additional £2.7million was
raised post year end.
ș The Board is proposing to pay a final dividend of 1.8p per
share, to be paid on 30 October 2026. The shares will be
quoted ex-dividend on 15 October 2026 and the record
date for payment will be 16 October 2026.
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Foresight Ventures VCT Plc
Annual Report and Accounts 31 March 2026
Strategic ReportIntroduction Governance Financial Statements
31 March
2026
31 March
2025
Total net assets £88.8m £95.0m
Net Asset Value per share 85.0p 90.1p
NAV Total Return per share in the year
1
89.2p 94.7p
Movement in NAV Total Return in the year
1
(1.0)% (12.4)%
Share price 85.0p 94.5p
Dividends per share paid in the year
1
4.2p 4.6p
2
Dividend yield
1
4.9% 4.9%
Shares in issue 104,505,042 105,395,983
2026 2025
Premium/(discount) to NAV at year end
1
0.0% 4.9%
Average discount on buybacks
1
(2.5)% (3.9)%
Shares issued through fundraising 5,150,720 890,331
Shares issued under the dividend reinvestment scheme 532,664 926,331
Shares bought back during the year under review
1
6,574,325 13,072,899
Ongoing charges ratio
1
2.6% 2.5%
1. Definitions of these Alternative Performance Measures (“APMs”) can be found in the Glossary on page 111.
2. Where applicable, figures have been rebased following the share redesignation on 15 November 2024 using a conversion ratio of 0.426292370240712.
Financial Highlights
Key metrics
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Foresight Ventures VCT Plc
Annual Report and Accounts 31 March 2026
Strategic ReportIntroduction Governance Financial Statements
Chair’s Statement
“ I am pleased to present
to Shareholders the
Company’s Annual Report
and Accountsfor the year
ended31March 2026.”
Atul Devani
Chair of Foresight Ventures VCT Plc
Introduction
This has been my first full year as Chair of Foresight
Ventures VCT Plc following the completion of the merger
with Thames Ventures VCT 2 Plc (“TV2”) in November
2024. It has been a period of considerable change for the
Company, characterised by portfolio simplification, strategic
repositioning and a growing emphasis on Unquoted Growth
investments.
The merger has created a larger and more streamlined
Venture Capital Trust, providing greater scale to deploy
capital, support portfolio companies and enhance liquidity
for Shareholders through dividends and share buybacks.
Iwould also like to extend a warm welcome to former TV2
Shareholders and thank all investors for their continued
confidence as we build on these foundations for the future.
The Board believes these changes position the Company well
for its next phase of development. Increased scale enhances
our ability to raise and deploy capital efficiently, support
portfolio companies through subsequent funding rounds
and access a broader range of investment opportunities.
Aspart of this evolution, the Company is increasingly focused
on its Unquoted Growth portfolio, while the Yield Focused
and Quoted portfolios continue to be realised over time.
We believe this clearer strategic focus provides a strong
foundation for delivering sustainable long-term value for
Shareholders.
Net Asset Value and dividends
In a year of subdued markets, the Company delivered a Net
Asset Total Return of (1.0)% after taking account of dividends
of 4.2p per share paid during the year. As at 31 March 2026,
the Company’s NAV per share stood at 85.0p (2025: 90.1p).
The Company’s policy is to seek to pay annual dividends
of at least 4% of net assets per annum. During the year, on
17October 2025, the Company paid a final dividend of 1.8p
in respect of the financial year ended 31 March 2025.
The Company paid a further interim and special dividend of
1.8p and 0.6p respectively on 27 March 2026, taking total
dividends paid in the year ended 31 March 2026 up to 4.2p
per share, equivalent to 4.7% of the opening net assets of the
previous financial year.
This took the total dividends paid since the merger with TV2
in November 2024 to 6.2p per share. The Board regards
a dependable dividend as central to the VCT proposition.
Total dividends of 4.2p per share for the year, equivalent to
4.7% of opening net assets, were comfortably ahead of the
Company’s stated policy of at least 4% of net assets.
The Board is also proposing to pay a final dividend of 1.8p
per share, subject to Shareholder approval.
The Company offers its Shareholders the opportunity to
participate in a dividend reinvestment scheme, whereby they
may elect to receive shares, credited as fully paid, instead of
receiving dividends in cash. If you wish to participate, please
contact the registrar, City Partnership, on the details provided
on page 113.
During the year, under the Offers for Subscription dated
11October 2024 and 14 October 2025, the Company raised
£4.9 million, with a further £2.7 million raised post year end.
The Company also raised £0.5 million under the dividend
reinvestment scheme, bringing the total funds raised in the
year to £5.4 million.
Investment performance and portfolio activity
A detailed analysis of the investment portfolio performance
over the year is given in the Manager’s Review.
The Board remains encouraged by the underlying progress
of many of the Company’s core holdings, particularly within
the technology portfolio, whilst recognising that the funding
environment remains challenging for certain sectors and
stages of development.
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Foresight Ventures VCT Plc
Annual Report and Accounts 31 March 2026
Strategic ReportIntroduction Governance Financial Statements
Chair’s Statement
Investment performance and portfolio activity
During the year under review, the Company invested
£8.5million in 12 Unquoted Growth companies, two of
which were new to the portfolio, and received proceeds
of £5.5million from the full and partial realisations of
investments across our unquoted and quoted portfolios.
The whole portfolio showed net valuation gains of
£1.7million, including a £0.4 million net loss for the Quoted
portfolio, which, whilst improved on the prior year, remains
a disappointing performance, and a £0.5 million net loss
for the Yield Focused portfolio. The Manager continues
to make steady progress in realising the remainder of the
Quoted andYield Focused portfolios, which should help
mitigate short-term volatility and enable greater focus on
higher-conviction growth investments.
The remaining £2.6 million gain arose from the Unquoted
Growth investment portfolio. Within the current portfolio,
valuation increases of £12.0 million were partially offset
by valuation reductions of £9.4 million. This performance
was primarily driven by a £7.9 million uplift in the carrying
value of Ayar Labs Inc., following its February 2026
funding roundat a valuation of $3.75 billion. Ayar Labs Inc.
demonstrates the potential value creation opportunities that
the Unquoted Growth strategy is designed to capture and
remains one of the Company’s most significant holdings.
Other notable uplifts included Maestro Media Limited, which
increased in value by £1.6million following a funding round
completed in March2026 after a strong year of trading, and
Audioscenic Limited, which increased in value by £0.6 million,
reflecting encouraging commercial progress.
These gains were partially offset by weaker performance
in a number of holdings, including FundingXchange
Limited, which decreased in value by £1.7 million due
to slower-than-anticipated commercial progress, and
Cambridge Touch Technologies Limited, which decreased
by £1.1million as a result of continued capital requirements.
Ecstase Limited (trading as ADAY) waswritten off during
the year due to the company entering administration after
experiencing difficulties in securing funding and operating
within a sector affected by the decline in global consumer
activity.
Some notable realisations were achieved in the year,
including the partial sale of Ayar Labs Inc., generating
proceeds of £1.3million and a 2.1x return for the Company
(4.4x on original amount invested). Three Yield Focused
portfolio companies were also exited, Gatewales Limited,
Kimbolton Lodge Limited and Pilgrim Trading Limited,
generating £1.7 million of combinedproceeds.
Further details on the investment portfolio can be found
within the Manager’s Review and the Portfolio Overview
onpages 11 to 28.
Responsible investing
The Board notes the commitment of the Manager to being
a “Responsible Investor”. Foresight places environmental,
social and governance (“ESG”) criteria at the forefront of its
business and investment activities in line with best practice
and in order to enhance returns for its investors. Further
detail can be found on page 44.
Special administration of the Company’s custodian
ofquoted assets
As previously reported, since September 2020 the Company
has used IBP Capital Markets Limited (“IBP”) as custodian for
its Quoted investments.
Appointing a custodian is a requirement of the FCA and IBP
was an FCA authorised and regulated wholesale broker,
providing custody services and access to equity and fixed
income securities for non-retail clients (which includes the
Company).
On 13 October 2023, the FCA published a supervisory notice
under section 55L(3)(a) of the Financial Services and Markets
Act 2000, imposing certain restrictions on IBP. On the same
date, IBP applied to the High Court and special administrators
were appointed.
As noted in the prior year’s Annual Report, on 19 July 2024,
around 80% of the Quoted investment portfolio was returned
to the Company, meaning normal management and trading
of these positions has resumed. Based on the information
currently available, the Board does not anticipate a material
adverse impact on the Company’s Net Asset Value from
the residual position. The remaining 20% is expected to be
returned following the conclusion of court proceedings, the
timing of which is currently anticipated to take place during
2026, unless additional claims are submitted or the outcome
of the court proceedings in terms of a final distribution is any
different. The Company will communicate with Shareholders
if there is any new information which materially impacts the
numbers presented in this report. Please refer to note 14 of
the accounts for further information.
Share buybacks
Since the merger, the Company now operates a policy of
buying back its own shares that become available in the
market at a 2.5% discount to NAV.
During the year, the Company purchased and subsequently
cancelled 6,574,325 shares at an average discount of 2.5%
to the prevailing NAV per share. The Board and the Manager
consider that the ability to offer to buy back shares at
this level of discount is fair to both continuing and selling
Shareholders.
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Annual Report and Accounts 31 March 2026
Strategic ReportIntroduction Governance Financial Statements
Share buybacks
Share buybacks, whenever offered, are timed to avoid the
Company’s closed periods. Buybacks will generally take
place, subject to demand, during the following times of
theyear:
ș January, after the Half-Yearly Report has been published
ș March, prior to the end of the financial year
ș August, after the Annual Report has been published
ș September, prior to the Half-Yearly reporting date of
30September
The Company retains Panmure Liberum as its corporate
broker to assist in operating the share buyback process
and ensuring that the quoted spread on the Company’s
shares remains at a reasonable level. The Board recognises
that liquidity remains an important consideration for VCT
investors and will continue to review the Company’s buyback
policy to ensure it remains appropriate for both continuing
and selling Shareholders. Contact details for Panmure
Liberum are on page 114.
Management charges and performance incentive
The annual management fee is an amount equal to 2.0% of
net assets. For the year ended 31 March 2026 this equated
to£1.6 million (2025: £1.8 million).
From 1 October 2024, the Manager took over responsibility
for management of the Quoted portfolio from Downing
LLP. The team at Downing LLP continued to advise the
Company on the Yield Focused portfolio until June 2025,
under a subcontract agreement with Foresight Group LLP.
Subsequently, Downing LLP is no longer involved with the
management of the investment portfolio.
A new Performance Incentive Scheme was formally approved
by Shareholders as part of the merger on 15 November2024.
Under the scheme, a performance fee may become payable
to the Manager subject to achievement of a specified hurdle
at the end of each Performance Period. The fee would be
equal to the lesser of: (i) 20% of distributions attributable to
the relevant Performance Period; or (ii) 20% of the increase
in the total return which is higher than the hurdle. The Board
believes the revised incentive structure provides a closer
alignment between Shareholder returns and Manager
remuneration, ensuring that performance fees are only
earned when meaningful value has been created for investors.
There is no performance incentive accrued in respect of the
year ended 31 March 2026 (2025: £nil).
Board composition
The Board comprises four Non-Executive Directors, which the
Board considers to be an appropriate number for the current
size of the Company. All of the Directors are independent,
with the exception of Chris Allner who is considered non-
independent by virtue of being a partner at Downing LLP,
the previous investment adviser to the Company, which still
provided some services to Foresight Group until June 2025.
As noted in the September 2025 Half-Yearly Report, Barry
Dean retired as a Director of the Company at the AGM
on 22September 2025, having served on the Board since
2013. The Board would like to thank Barry for his significant
contribution and dedication to the Company over the years.
Following the merger with TV2, the Board was also pleased
to welcome Andrew Mackintosh as a Non-Executive Director.
Andrew previously served on the Board of TV2 and brings
valuable experience and continuity following the successful
completion of the merger. Following Barry Dean’s retirement
as a Director, Andrew Mackintosh was appointed Chair of the
Audit Committee.
Chair’s Statement
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Foresight Ventures VCT Plc
Annual Report and Accounts 31 March 2026
Strategic ReportIntroduction Governance Financial Statements
Chair’s Statement
Board composition
The Board is also pleased to welcome Stella Panu as a
Non-Executive Director, whose appointment took effect on
23September 2025. Stella brings over 20 years of investment
management, venture capital and governance experience.
As a founding Partner of Maven Capital Partners, she led
investments in high-growth UK businesses and managed
several VCT funds. Her extensive Board experience and
strong investment background are a valuable addition to
theCompany.
Changes to upfront income tax relief on VCTs
In the November 2025 Budget, the upfront income tax relief
on VCT share subscriptions was reduced from 30% to 20%
from 6 April 2026. Dividends and capital gains from VCT shares
would still remain tax-free. Importantly, the change applies
only to new subscriptions made on or after 6 April2026, so
the relief already obtained by existing Shareholders is unaffected.
At the same time, the government proposed increased
investment limits for companies in Great Britain thatraise
funds through VCTs. These higher limits broaden the range of
companies the Company can support and enable it to continue
backing investee businesses as they grow and mature. The
impact of these changes on the VCT market is as yet unknown.
While the drop in tax relief on VCT shares is unwelcome and
initially may reduce fundraising, particularly in the 2026/27
year, we believe that VCT shares continue to offer significant
tax benefits in an environment where alternative tax-planning
opportunities are increasingly limited. Nonetheless, the
Company will continue to engage constructively with policy
makers, emphasising the important role that VCTs have
played within the economy by funding young businesses,
driving innovation and creating jobs. The Board believes that
the long-term attractiveness of the VCT sector extends
beyond tax incentives alone and is fundamentally
underpinned by its ability to provide investors with access to
innovative growth companies.
For investors, the core proposition remains compelling:
tax-free dividends and capital gains, access to a portfolio
of high-growth private companies that are difficult to reach
through public markets, and strategy now focused on a single,
clearly defined investment objective.
Annual General Meeting
The Company’s Annual General Meeting will take place at
the Company’s registered office on 21 September 2026 at
1.00pm, and we look forward to meeting as many of you
as possible in person. Please refer to the formal notice
on pages 107 to 110 for further details in relation to the
format of this year’s meeting. We would encourage you to
submit your votes by proxy ahead of the deadline of 1.00pm
on 17September 2026 and to forward any questions by
emailtoInvestorRelations@foresightgroup.eu in advance
ofthe meeting.
Outlook
The year under review has represented an important stage
in the Company’s evolution, set against a backdrop of
considerable change within the wider venture capital market.
Throughout the year, the Board has remained focused
on protecting Shareholder interests whilst positioning the
Company for long-term growth. This has included supporting
the Manager in simplifying the portfolio, realising non-core
assets where attractive opportunities have emerged, and
increasing focus on innovative businesses with strong long-term
growth potential. These actions have helped improve portfolio
balance, enhance liquidity and support reinvestment into areas
where we see attractive long-term opportunities.
As at 31 March 2026, the UK economic backdrop remained
mixed, with subdued growth, weaker business confidence and
inflation proving slower to return to target than previously
expected.
While macroeconomic and geopolitical volatility continue
to weigh on sentiment and funding conditions, the
long-term outlook for both deep-tech and enterprise
software investments remains attractive, supported by
enduring demand for innovative, productivity-enhancing
andstrategically important technologies.
Performance at the individual holding level was mixed, with
one investment written off and softer valuations in parts
of the portfolio. Against that, the strength of holdings such
as Ayar Labs underpinned a resilient overall result and
demonstrated the upside that the strategy is designed to
capture. The benefits of this disciplined repositioning are
beginning to emerge, improving portfolio quality and leaving
the Company better placed to create long-term value
for Shareholders through selective investment and active
portfolio management.
The Board believes the Company is entering the next phase
of its development with a clearer strategic focus. The merger
has been successfully completed, portfolio simplification
continues to make good progress and the investment strategy
is increasingly concentrated on high quality private companies
with durable growth potential. While market conditions remain
uncertain, we believe the actions taken over recent years
are helping to strengthen the Company’s foundations and
positioning it well to pursue future opportunities as they arise.
On behalf of the Board, I would like to thank our Shareholders
for their continued support and engagement during this
important period in the Company’s development. I would
also like to thank the Manager and our advisers for their
commitment and hard work throughout the year.
Atul Devani
Chair
17 July 2026
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Foresight Ventures VCT Plc
Annual Report and Accounts 31 March 2026
Strategic ReportIntroduction Governance Financial Statements
Date
Dividend per
share
Dividend per
share (rebased)
1
27 March 2026 2.4p 1.0p
17 October 2025 1.8p 0.8p
14 March 2025 2.0p 0.9p
26 July 2024 1.1p 1.1p
2 February 2024 1.0p 1.0p
15 September 2023 1.0p 1.0p
18 January 2023 1.5p 1.5p
26 August 2022 1.75p 1.75p
25 February 2022 1.25p 1.25p
27 August 2021 1.25p 1.25p
26 February 2021 1.25p 1.25p
18 September 2020 2.0p 2.0p
28 February 2020 2.0p 2.0p
30 August 2019 2.0p 2.0p
22 February 2019 3.0p 3.0p
Date
Dividend per
share
Dividend per
share (rebased)
1
24 August 2018 3.0p 3.0p
23 February 2018 3.0p 3.0p
18 August 2017 4.5p 4.5p
24 February 2017 3.0p 3.0p
12 August 2016 3.0p 3.0p
26 February 2016 3.0p 3.0p
7 August 2015 3.0p 3.0p
20 February 2015 2.0p 2.0p
19 September 2014 2.0p 2.0p
28 March 2014 2.0p 2.0p
Total dividends paid 50.3p
NAV per share based on 100.0p invested at launch 36.2p
NAV Total Return per share based on 100.0p
invested at launch 86.5p
1. To get an accurate NAV Total Return per share, we have rebased dividends and NAV per share following the share redesignation
on 15 November 2024 (conversion ratio of 0.426292370240712). For the purposes of providing historic investors with a
comprehensive view of the Company’s performance, the current year figures have been rebased in the table above.
Chair’s Statement
Dividend history
8
Foresight Ventures VCT Plc
Annual Report and Accounts 31 March 2026
Strategic ReportIntroduction Governance Financial Statements
What’s in this section
10 Evolution of Foresight Ventures VCT Plc
11 Manager’s Review
19 Top Ten Investments
24 Portfolio Overview
29 About the Manager
30 Co-Investments
32 Strategic Report
34 Stakeholders and s.172
44 Responsible Investment
47 Risks
52 Viability Statement
Strategic Report
9
Foresight Ventures VCT Plc
Annual Report and Accounts 31 March 2026
Strategic Report
Introduction
Governance
Financial Statements
Evolution of Foresight Ventures VCT Plc
Foresight Group LLP (“Foresight”) is one of the longest-serving VCT
managers in the industry, launching the first Foresight VCT in 1997.
A combination of organic growth and strategic acquisitions now makes
Foresight one of the largest and most diverse VCT managers in the industry.
Q3 2022
In July 2022, Foresight acquired Downing One VCT Plc
and Downing Four VCT Plc and was appointed Manager.
Investment management was delegated to Downing LLP
for the management of the Healthcare, Yield Focused and
Quoted portfolios, and the companies were subsequently
renamed Thames Ventures VCT 1 Plc and Thames
Ventures VCT 2 Plc.
Q2 2024
Management of the AIM
portfolio transferred
toForesight.
Q2 2025
Management of
the Yield Focused
portfolio transferred
to Foresight.
Q4 2022
In partnership with Foresight, the
Company refocused its strategy
to invest in emerging tech growth
companies developing both
hardware and software.
Q4 2024
Management of the
Healthcare portfolio
transferred to Foresight.
Q1 2025
Foresight Ventures VCT Plc
commenced its first fundraise
following the merger and
name change.
Q4 2024
Thames Ventures VCT 1 Plc merged
with Thames Ventures VCT 2 Plc and
was renamed Foresight Ventures VCT
Plc.
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Foresight Ventures VCT Plc
Annual Report and Accounts 31 March 2026
Strategic ReportIntroduction Governance Financial Statements
Manager’s Review
Unquoted Growth portfolio
“ We are pleased to present our
Manager’s Review for the year
ended 31 March 2026.”
Richard Lewis
Foresight Group LLP
Portfolio summary
At 31 March 2026, the Company held total unquoted
investments of £73.0 million, split £64.3 million Unquoted
Growth and £8.7 million Unquoted Yield Focused. Details of
the Unquoted Yield Focused portfolio performance are set
out on page 15.
The Unquoted Growth portfolio now comprises 34 companies
across a range of sectors. The macroeconomic environment
in the last year has continued to be volatile, most recently
heightened by the ongoing conflict in the Middle East.
However, amid these challenges, the Unquoted Growth
portfolio has shown resilience, indicating that the Company’s
selective capital deployment and portfolio streamlining are
effective. The total unrealised investment valuation gain for
the year ended 31 March 2026 was £5.8 million, driven by a
£7.9 million valuation gain in the Company’s holding in Ayar
Labs Inc. on the back of a funding round, which completed
in February 2026 valuing the business at $3.75 billion. The
Manager will continue to focus on a proactive management
approach and the Company remains committed to supporting
the portfolio through these challenging times.
As at 31 March 2026, the Company’s Unquoted Growth portfolio comprised
34 investments (25 active) with a total cost of £68.3 million and a valuation of
£64.3 million.
Portfolio diversification
Consumer | 18%
Deep tech | 25%
Software | 38%
Healthcare | 19%
Consumer | 20%
Deep tech | 38%
Software | 26%
Healthcare | 16%
Sector by cost
Sector by valuation
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Foresight Ventures VCT Plc
Annual Report and Accounts 31 March 2026
Strategic ReportIntroduction Governance Financial Statements
New and follow-on investments
The pace of deal activity across the market has steadily
grown throughout the year, suggesting confidence is
tentatively returning, although the economic picture in the UK
remains finely balanced. Interest rates have remained high,
with inflation reducing more slowly than anticipated, whilst
the Autumn Budget tax changes have not been supportive
for UK SMEs. Careful management remains crucial to steer
portfolio companies through this environment.
We have continued to invest in our deal origination
capabilities and have identified a number of potentially
attractive investment opportunities during the year. Over
the last 12 months, two new investments were completed in
optical space intelligence company Spaceflux Limited and
agentic AI go-to-market platform Evergrowth Holdings Inc., for
a total of £1.3 million. Both new investments are tech-enabled
services. Behind these, there continues to be a strong pipeline
of opportunities that we are working to convert during the
next 12 months. Follow-on investments totalling £7.2 million
were also made in ten existing investee companies during the
year showing continuing support for growth initiatives.
Manager’s Review
Unquoted Growth portfolio
In April 2025, the Company completed a follow-on
investment of £0.7 million into Audioscenic, an immersive
3D audio software business, alongside £1.3million in
funding from other Foresight funds. Over the past year, the
company has demonstrated notable progress, reaching
significant commercial milestones, validating its technology
and positioning itself for widespread adoption.
Audioscenic Limited
In October 2025, the Company invested a further
£0.8million into Cambridge Touch Technologies.
CambridgeTouch Technologies has developed innovative
touch technology enabling interaction with smart devices.
Use cases include consumer electronics, healthcare
and industrial applications. This is a capital-intensive,
pre-revenue business; however, the company continues
toprogress towards its first commercial revenues.
Cambridge Touch Technologies Limited
In July 2025, the Company invested £0.4 million into
new investee company, Spaceflux, which provides space
situational awareness through optical tracking and
analytics. Since investment, Spaceflux has made meaningful
progress securing a number of material contracts with
government bodies, including the UK MOD and Canada.
The Company further completed a £0.2 million follow-on
funding round in April 2026, post year end, at an uplift in
valuation to the initial funding round.
Spaceflux Limited
In November 2025, the Company invested £0.9million
(€1million) into new investee company, Evergrowth
Holdings, which utilises AI to improve B2B sales prospecting
and outreach. Since investment, Evergrowth Holdings has
moved quickly to address early operational and pricing
challenges, with actions underway to improve execution,
strengthen gross margins and support more efficient scaling.
Evergrowth Holdings Inc.
In August 2025, and then later in January 2026 and March
2026, the Company invested a further £1.3 million in total
into Inoviv. Inoviv specialises in experimental development
and advanced molecular insights for drug development
and biomarker analysis. Following a challenging year
operationally, Inoviv is now well positioned to return to
growth with strengthened management and a clear, scalable
business plan.
EM Scientific Limited (t/a Inoviv)
In June 2025, the Company invested a further £0.7 million
into Dragonfly Technology Solutions (“Dragonfly AI”), a
predictive analytics platform. The company uses neuroscience
to optimise marketing efficacy by predicting how the
visualisation of marketing content is consumed by individuals.
Dragonfly AI continues to grow revenue year-on-year and,
since the Company’s follow-on investment, has secured
external capital further enabling delivery of its US growth plans.
Dragonfly Technology Solutions Limited
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Manager’s Review
Unquoted Growth portfolio
In November 2025, the Company invested a further £0.7million
into TidalSense. TidalSense specialises in AI-powered
respiratory diagnostic and monitoring technologies. Discussions
are ongoing with the NHS rollout; however, given ongoing
NHS headwinds, TidalSense is also pursuing international
routes to market across Europe, the US and China.
TidalSense Limited
In March 2026, the Company invested a further £0.2 million
into FundamentalXR, which utilises immersive technology
to transform how surgical teams train and adopt complex
procedures. This funding round is expected to advance
strategic workstreams to support longer-term options.
FVRVS Limited (t/a FundamentalXR)
In November 2025, the Company completed a partial
saleof Ayar Labs Inc., generating proceeds of £1.3 million
and a 2.1x return for the Company (4.4x on original
amount invested).
Ayar Labs Inc.
In August 2025, the Company completed the sale of its
holding in CAI Software LLC, being equity consideration
received on the sale of investee company, Parsable Inc.,
in the prior year. This exit returned £0.4 million (realised
loss of £1.3 million) to theCompany.
CAI Software LLC
Realisations
There were two realisations during the year ended
31March 2026:
Further information on the realisations can be found
onpage 18.
New and follow-on investments
In May 2025, the Company invested a further £0.3million
into Flock as a second tranche of funding to a round
completed in the prior year. Flock is an industry leading
fleet insurance portal helping to reduce motor fleet
insurance premiums and running costs over time. In
February 2026, Flock announced the agreed sale of the
business to Admiral Group for £80 million, which completed
post year end.
Flock Limited
In February 2026, the Company invested a further £0.4million
into Rated People, an online marketplace connecting
homeowners and local tradespeople. This investment is
expected to enable the strengthened management team to
implement the necessary product and operational changes
to return to growth and a cash-generative business model.
Rated People Limited
In March 2026, the Company invested a further £1.0 million
into Maestro Media, a company that has developed a video
streaming platform that distributes celebrity led educational
courses directly to consumers via an online platform. Over
the last year, the business has continued to perform well in
a tough market, despite minimal new content.
Maestro Media Limited
In December 2025, and then again in March 2026, the
Company invested a total of £1.1 million into Virtual Class,
a leading provider of online maths tuition which pivoted
to an AI tutoring model in May 2025, achieving substantial
commercial progress in the period since launch. Now
offering a more flexible and scalable model, and securing
external investment in the year, Virtual Class is better
positioned to support future growth, focusing on the
continued expansion of its presence in the US market.
Virtual Class Limited
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Strategic ReportIntroduction Governance Financial Statements
Key portfolio movements
As noted, the net gain of £2.6 million recognised in the
Unquoted Growth portfolio, after £0.1 million of unrealised
foreign exchange losses, was principally driven by a
£7.9million uplift in the valuation of the Company’s
holding in Ayar Labs Inc. Other notable valuation increases
included Maestro Media Limited and Audioscenic Limited,
which increased in value by £1.6 million and £0.6 million
respectively, reflecting strong commercial progress and the
achievement of key milestones.
Against this, the portfolio also experienced a number of
valuation reductions during the year, reflecting the more
challenging market backdrop. These included Closed
Loop Medicine Limited (a reduction of £0.3 million) and
Invizius Limited (a reduction of £0.5million), both of which
were written down to £nil due to the capital-intensive
nature of pre-revenue health technology businesses in the
current funding environment. Other valuation decreases
were recognised in FundingXchange Limited (a reduction
of £1.7million), reflecting slower delivery against its
commercial plan in a complex market with extended
sales cycles, and Cambridge Touch Technologies Limited
(£1.1million), reflecting ongoing capital requirements.
EcstaseLimited (trading as ADAY) waswritten off during the
year (£2.0million) due to the company entering administration
after experiencing difficulties in securing funding and
operating within a sector affected by the decline in global
consumeractivity.
Of the total unrealised investment gain, losses of £9.3 million
were offset by gains of £15.2 million.
Post year end activity
Post year end, the Company completed one follow-on
investment into Spaceflux Limited (£0.2 million).
Outlook
The outlook for the year ahead remains influenced by a
challenging macroeconomic backdrop, including a more
cautious funding environment and the potential implications
of changes to VCT tax relief announced in the November
2025 Budget. Against this backdrop, the portfolio has
continued to show encouraging resilience, supported by
a renewed focus on the Company’s core strategy and
disciplined portfolio management.
While we remain mindful that challenges will persist, we are
encouraged by some of the positive progress seen across
the portfolio, particularly within our deep technology and
enterprise software holdings, where companies continue to
address large and growing market opportunities in the UK
and internationally. Continued access to external capital
across a number of portfolio companies during the year
provides further evidence of investor interest and conviction
in both the underlying businesses and the Manager’s strategy.
We therefore remain confident that, by maintaining this focus
and supporting our companies through the next phase of
growth, the portfolio is well positioned to deliver meaningful
long-term value for Shareholders.
Manager’s Review
Unquoted Growth portfolio
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The subcontracted management
agreement with Downing LLP was
terminated on 27 June 2025 after
a three-month handover period.
Foresight Group LLP is now the sole
adviser to the Company on the Yield
Focused portfolio.
It is the Manager’s view that the transition of these assets to
Foresight’s management is in the best interests of investors.
The new arrangement provides clear lines of Manager
accountability and allows the Company to benefit from
Foresight’s previous experience in these asset classes.
Portfolio summary
As at 31 March 2026, the Yield Focused portfolio comprised
four investments (three active) with a total cost of
£10.2million and a valuation of £8.7 million.
For the year ended 31 March 2026, the Yield Focused
portfolio had an unrealised investment valuation gain
of £1.7million, which was offset by realised losses of
£2.2million. In the year, the Company also received
£1.1million individends and interest repayments from
companies in the Yield focusedportfolio.
Key portfolio movements
During the year, £1.7 million was generated from five exits,
including the dissolutions of Ormsborough and Resource
Reserve Recovery.
In July 2025, the Company completed the sale of Gatewales
Limited, a company offering loan facilities, generating a return
of 1.1x and proceeds of £0.6 million.
The sale of Kimbolton Lodge, a nursing and care home in
Bedfordshire, also completed in July 2025, with the Company
receiving £1.0 million of proceeds, generating a return of 1.6x
invested capital, excluding a further £0.1 million of dividends
received.
In February 2026, the investment in Pilgrim Trading, a two-site
nursery chain in South West London, was realised. The
transaction returned £37,000 to the Company, alongside
£3.3million to Doneloans Limited as senior lender. The
combined return was 0.7x capital invested, reflecting
the sites’ underperformance in recent years due to low
occupancy rates. Post transaction, Doneloans made a partial
interest repayment of £1.0 million to the Company.
Outlook
With five investments realised during the year, there are now
only three active investments remaining in the Yield Focused
portfolio. The Company is considering strategic options
for these remaining portfolio companies. Given current
market conditions, sales of the higher value, hotel related
investments, Baron House Developments and Cadbury House
Holdings, are expected to take some time to complete.
Further recovery of value from Doneloans is anticipated from
other borrowers over the next 12 months.
Manager’s Review
Yield Focused portfolio
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Foresight Ventures VCT Plc
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Strategic ReportIntroduction Governance Financial Statements
Investment activity
There were no direct investments in the year ended 31 March
2026. There were investment disposals in the year, generating
proceeds of £2.1 million (please see page 18 for further
information on the Company’s realisations in the year).
IBP Capital Markets Limited
As previously noted in the 2024 Annual Report, on
19July2024, the Company recovered access to c.80%
ofitstotal Quoted portfolio.
From October 2023 to June 2025, the Company had been
locked out of accessing its Quoted portfolio assets following
the decision to place its custodian, IBP Capital Markets
Limited, into Special Administration by the Financial Conduct
Authority (“FCA”). This was through no fault of the Company.
On 19 July 2024, the Company recovered access to c.80%
of its total Quoted portfolio. Teneo Financial Advisory, the
special administrator appointed by the FCA, estimates
that the remaining c.20% will be recovered following legal
proceedings during 2026.
Please refer to note 14 to the accounts for further
information.
Market background
The FTSE AIM All-Share rose modestly over the 12 months to
31 March 2026, recording a total return of 7.1%. Performance
was stronger through parts of 2025, helped by renewed
appetite for smaller companies and rate cut expectations,
butgains were partly eroded by higher gilt yields and
renewed risk aversion. Overall, AIM delivered a positive but
subdued return, still reflecting fragile sentiment towards UK
smaller companies and limited liquidity in the junior market.
Key portfolio developments
At 31 March 2026, the Quoted portfolio was valued
at £7.6million (2025: £10.1 million), comprising 36
investments (23 active). The sell-down of the Quoted
holdings in a way that maximises value for Shareholders
is ongoing. Over the year, disposals of £2.1 million were
made which resulted in a realised loss of £0.05 million.
In addition, market movements in the remaining holdings
resulted in an unrealised valuation loss of £0.3 million.
The total negative movement in the portfolio valuation
of £0.4 million (realised and unrealised losses) was more
than offset by £0.5 million of dividends received.
The most significant movement, illustrating the direct effects
of recent UK and US political turmoil on businesses, was
at Tracsis Plc which saw its valuation fall by £0.3 million
during the year. Tracsis, a transport technology company
providing software, hardware, data analytics and services
to rail, traffic-data and wider transport customers endured
another tough year. The UK rail sector continues to suffer
from regulatory indecision and lack of funding, while Tracsis’s
NorthAmerican business did not achieve the commercial
traction that it expected.
As the Manager stated last year, it continues to believe
Tracsis has strategic value which is not recognised in
its share price. Tracsis’s recent interim results, after the
Company’s year end, showed a return to revenue growth
and strong rebound in profitability as costs were controlled.
Tracsis occupies a pivotal position in the middle of the rail
network, providing criticalrail safety and asset monitoring
hardware and software, operations management tools and
ticketing systems. The need to invest in rail infrastructure
and further digitise the network should benefit Tracsis over
themediumterm.
Anpario Plc, a specialist manufacturer and distributor
of natural, sustainable feed additives for animal health,
nutrition and biosecurity, continued to perform well.
Demand for Anpario’s natural feed additives remained
strong, with 12% organic revenue growth in the 12 months
to December 2025, bolstered by the contribution from
Bio-Vet which was acquired in 2024. Profits before tax
grew over 50% and the value for the Company has
increased by £0.2 million. The longer-term trends of using
more natural feed additives, driven by both regulation
and consumer demand, and where the improved farm
output can be evidenced, continue to act as a tailwind.
Finally, Craneware Plc reported positive activity during
the year. Craneware’s principal activity is the provision of
software and data analytics to US hospitals to help them
manage revenue integrity, billing, compliance and pharmacy
performance. In the six months to 31 December 2025,
half-year revenue grew by 6% and EBITDA grew by 10% and
there remains a growing need for Craneware’s solutions. The
shares, which had performed well for the most part of the
year, fell in January 2026 following a speech from President
Trump threatening to alter reimbursement flows. This resulted
in a downward valuation movement of £0.2 million for the
Company. As yet, there is no solid evidence of a change in
policy towards US healthcare payments which might cause a
change in the Manager’s view.
Post year end activity
Post year end, the Company reduced its holdings in Dillistone
Group Plc, Cohort Plc, Vanguard FTSE U.K. Equity Income
Index Fund GBP Acc and SysGroup Plc, generating proceeds
of £0.7 million.
Manager’s Review
Quoted portfolio
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Manager’s Review
Quoted portfolio
Outlook
The process of winding down the Quoted portfolio continues.
As outlined above, Foresight does not yet have full access to
the shares held with IBP Capital Markets, and this restriction
has prevented full disposal of some smaller, underperforming
companies. However, progress has been made in pruning the
majority portfolio where access has been available, resulting
in a higher quality portfolio than two years ago. Foresight will
continue to take a selective approach to disposals, focusing
on opportunities that supportShareholdervalue.
Foresight Group LLP
17 July 2026
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Manager’s Review
Realisations
Realisations in the year ended 31 March 2026
Company Detail
Investment
type
Accounting
cost
£’000
Proceeds
1
£’000
Realised
(loss)/gain
£’000
Valuation at
31 March
2025
£’000
CAI Software LLC Full disposal Unquoted Growth 1,715 431 (1,284) 547
Glisser Limited Full disposal Unquoted Growth 1,887 — (1,887) —
Limitless Technology Limited Full disposal Unquoted Growth 757 — (757) —
Ayar Labs Inc. Part disposal Unquoted Growth 600 1,284 684 1,179
Kimbolton Lodge Limited Full disposal Yield Focused 664 1,038 374 1,000
Gatewales Limited Full disposal Yield Focused 569 603 34 603
Pilgrim Trading Limited Full disposal Yield Focused 2,594 37 (2,556) 119
VSA Capital Group Plc
(Resource Reserve Recovery)
Part disposal Yield Focused 5 1 (4) —
Libertine Holdings Plc Full disposal Quoted 350 — (350) —
Flowgroup Plc Full disposal Quoted 207 — (207) —
Vanguard FTSE U.K. Equity Income
Index Fund GBP Acc
Part disposal Quoted 462 587 125 453
Tracsis Plc Part disposal Quoted 234 555 321 450
Cohort Plc Part disposal Quoted 74 482 408 429
Arecor Therapeutics Plc Part disposal Quoted 432 350 (82) 358
GENinCode Plc Part disposal Quoted 162 130 (33) 136
SysGroup Plc Part disposal Quoted 51 17 (34) 16
Eneraqua Technologies Plc Part disposal Quoted 138 12 (126) 16
Verici Dx Plc Part disposal Quoted 68 2 (66) 4
Total 10,969 5,529 (5,440) 5,310
1. Proceeds on exit excluding interest, dividends and exit fees where applicable.
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Annual Report and Accounts 31 March 2026
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Top Ten Investments
By value as at 31 March 2026
Portfolio
For the investments below held by Thames Ventures VCT 2 Plc (“TV2”) pre-merger on
15November 2024, the amount invested refers to the initial amount invested by TV2 and
theCompany. The accounting cost includes the initial investment by the Company and the
valuation of the TV2 investment at the point it was transferred to the Company.
1. Ayar Labs is a UK establishment of an overseas parent company and therefore does not file accounts in the UK.
California www.ayarlabs.com
Sector Deep tech
Ayar Labs Inc. has developed photonics-based optical connectivity targeting data centre applications
to deliver greater bandwidth, more efficient power usage and lower latency. The technology will allow
users to maximise computer efficiency for AI infrastructure.
31 March 2026 update
In February 2026, Ayar Labs raised $500 million of Series E funding that values the business at around
$3.75 billion. New investors include Alchip Technologies, ARK Invest, Insight Partners, MediaTek and
Sequoia Global Equities. They join existing financial institutions such as Advent Global Opportunities
and IAG Capital Partners, and existing strategic investors, AMD and NVIDIA. During the year, the
Company also completed a partial realisation of its holding in Ayar Labs, returning 2.1x accounting cost
(and 4.4x on initial amount invested).
1. Ayar Labs Inc.
Initial investment August 2020
Amount invested (£) 2,044,000
Accounting cost (£) 3,632,000
Valuation (£) 14,968,000
Basis of valuation Price of last funding round
Equity held (%) 0.5%
£’000 Year ended 31 December 2025 Year ended 31 December 2024
Retained profit
1
n/a n/a
Net assets
1
n/a n/a
London www.bbcmaestro.com
Sector Ed tech
Maestro Media Limited (“BBC Maestro”) has developed an online platform that allows consumers to
access online courses taught by renowned creators in areas including song writing, drama and cooking.
Customers can access content by either purchasing an individual course or via an annual subscription
that provides access to all content.
31 March 2026 update
BBC Maestro has had an encouraging trading year despite minimal new content being released.
The company now offers more than 40 courses across a variety of genres and remains focused on
developing corporate revenue streams in parallel. BBC Maestro continues to expand its profile, both
with a domestic and international audience, noticeably in the US, and has recently secured an extension
of the BBC Licence which is a significant value driver. The Company continues to support BBC Maestro,
investing £1.0 million of follow-on funding in Q1 2026.
2. Maestro Media Limited
Initial investment January 2021
Amount invested (£) 4,452,000
Accounting cost (£) 4,659,000
Valuation (£) 5,339,000
Basis of valuation Price of last funding round
Equity held (%) 11.3%
£’000 Year ended 31 December 2024 Year ended 31 December 2023
Retained loss (21,319) (15,153)
Net assets 3,632 3,731
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Top Ten Investments
By value as at 31 March 2026
Atlanta www.carbice.com
Sector Deep tech
Carbice has developed a unique suite of thermal management materials based on carbon nanotubes
to provide a solution to address heat management needs across a range of sectors including data
centres, space & telecoms, automotive and defence. Carbon nanotubes are a unique material that have
extremely high thermal conductivity in combination with superior strength and formability relative to
existing solutions.
31 March 2026 update
Carbice has continued to convert material pipeline opportunities and expanded its partnership with
Dow Inc. However, operating in a capital-intensive sector means Carbice is likely to require additional
funding in order to deliver its high-growth plans, with commitments already in place and plans for a
Series C funding round later in 2026.
4. Carbice Corporation Inc.
Initial investment September 2020
Amount invested (£) 3,676,000
Accounting cost (£) 3,897,000
Valuation (£) 3,383,000
Basis of valuation Price of last funding round
Equity held (%) 5.6%
£’000 Year ended 31 December 2025 Year ended 31 December 2024
Retained profit
1
n/a n/a
Net assets
1
n/a n/a
1. Carbice Corporation is a UK establishment of an overseas parent company and therefore does not file accounts in the UK.
London www.ratedpeople.com
Sector Software
Rated People is an online marketplace that connects consumers with trusted local tradespeople. The
company has over 10,000 tradespeople who provide a variety of services in areas including plumbing,
electrical installation and decorating.
31 March 2026 update
Whilst trading softened over the year, with revenue below the prior year and a more cautious market
backdrop, Rated People continued to progress its financing position, supporting ongoing operations
and delivery of its plan. The company has also invested in its AI capabilities, bringing new products
to market with encouraging early traction. The Company continues to support Rated People with a
£0.4million follow-on investment completing in Q1 2026.
3. Rated People Limited
Initial investment November 2018
Amount invested (£) 4,039,000
Accounting cost (£) 4,138,000
Valuation (£) 5,092,000
Basis of valuation Discounted revenue multiple
Equity held (%) 2.4%
£’000 18-month period ended 30 June 2025 Year ended 31 December 2024
Retained loss (31,821) (31,289)
Net liabilities (6,738) (6,206)
20
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By value as at 31 March 2026
London www.thirdspacelearning.com
Sector Ed tech
Virtual Class Limited provides online maths tutoring technology for schools, helping pupils improve
attainment through personalised one-to-one support. The business combines curriculum-aligned lesson
content with data-driven assessment and, in 2025, pivoted to focus on AI-enabled tutoring, supporting
schools to deliver scalable and more accessible maths intervention across primary and secondary
education.
31 March 2026 update
During the year, Virtual Class Limited pivoted to an AI tutoring model which has delivered impressive
early-stage traction in both the UK and the US. The Company continues to support Virtual Class
Limited, investing a total of £1.1 million across three tranches during the period. The funding round,
which completed in March 2026, attracted investment from external investors, evidencing conviction in
the AI tutoring model and its potential for rapid growth.
6. Virtual Class Limited (t/a Third Space Learning)
Initial investment April 2018
Amount invested (£) 3,917,000
Accounting cost (£) 4,171,000
Valuation (£) 3,166,000
Basis of valuation Price of last funding round
Equity held (%) 17.3%
£’000 Year ended 31 July 2025 Year ended 31 July 2024
Retained loss (15,640) (13,020)
Net liabilities (1,128) (628)
Cambridge www.camtouch3d.com
Sector Deep tech
Cambridge Touch Technologies Ltd (“CTT”) has developed a pressure sensitive touch technology that
is targeting use cases in consumer electronics, automotive and industrial applications. The company
uses advanced electric sensors and proprietary algorithms to provide users with unique touch screen
functionality.
31 March 2026 update
CTT continues to work with various players in the screen supply chain as it looks to bring its
technology to the industrial, healthcare and automotive market. The Company continues to support
CTT with a total of £0.75 million invested in the year. Although CTT operates within a capital-intensive
sector, its technology continues to appeal to both existing and prospective investors. This interest
demonstrates the company’s capacity for rapid scaling once commercial revenues begin to materialise.
5. Cambridge Touch Technologies Limited
Initial investment July 2019
Amount invested (£) 5,468,000
Accounting cost (£) 4,649,000
Valuation (£) 3,347,000
Basis of valuation Price of last funding round
Equity held (%) 10.2%
£’000 Year ended 30 September 2025 Year ended 30 September 2024
Retained loss (28,434) (24,954)
Net assets 421 1,599
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Top Ten Investments
By value as at 31 March 2026
Bristol www.cadburyhotelbristol.co.uk
Sector Asset backed
Cadbury House Holdings owns and operates a 132-room hotel in Yatton, near Bristol, with a restaurant,
leisure club and spa on site. The hotel also holds corporate and private events, such as conferences
and weddings.
31 March 2026 update
Cadbury House, led by a strong management team, continues to operate well in a tough market,
growing revenue and EBITDA year-on-year. Monthly occupancy is consistently above industry averages
and the room rate continues to improve against prior years and ahead of plan.
8. Cadbury House Holdings Limited
Initial investment November 2009
Amount invested (£) 4,491,000
Accounting cost (£) 3,872,000
Valuation (£) 2,880,000
Basis of valuation Independent valuation
Equity held (%) 50.0%
£’000 Year ended 30 September 2024 Year ended 30 September 2023
Retained loss (5,278) (5,278)
Net assets 2,781 2,781
Ballymena
Sector Other
Doneloans Limited is an investment company that holds a portfolio of secured loans from which it
generates a steady income with limited capital risk.
31 March 2026 update
The loan book continues to perform in line with expectations, with full recovery expected. During the
year, the Company sold its position in Pilgrim Trading, returning £3.1 million to Doneloans to settle
the outstanding loan. Following this transaction, Doneloans only has one loan outstanding with Rated
People Limited, a Company investment.
7. Doneloans Limited
Initial investment April 2016
Amount invested (£) 3,631,000
Accounting cost (£) 3,631,000
Valuation (£) 3,107,000
Basis of valuation Net assets
Equity held (%) 50.0%
£’000 Year ended 31 March 2025 Year ended 31 March 2024
Retained profit
1
n/a n/a
Net (liabilities)/assets (158) 26
1. The retained profit figure for Doneloans Limited is not available as the company files unaudited micro accounts.
22
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Annual Report and Accounts 31 March 2026
Strategic ReportIntroduction Governance Financial Statements
Top Ten Investments
By value as at 31 March 2026
London www.inoviv.com
Sector Health tech
Inoviv is a biotechnology company focused on proteomics-based biomarker analysis for drug discovery
and development. Its platform supports pharmaceutical and healthcare customers with highly
quantitative, multiplexed protein analysis, helping to generate deeper molecular insights, improve
treatment monitoring and support the development of more targeted therapies.
31 March 2026 update
Trading was affected during the year by disruption within the commercial function. Steps have since
been taken to strengthen leadership and rebuild the business, creating a more stable platform going
forward. Inoviv remains focused on restoring momentum and delivering long-term growth. The
Company continues to support Inoviv, investing a total of £1.3 million across three tranches in the
yearunder review.
10. EM Scientific Limited (t/a Inoviv)
Initial investment October 2023
Amount invested (£) 2,835,000
Accounting cost (£) 2,835,000
Valuation (£) 2,768,000
Basis of valuation Price of last funding round
Equity held (%) 22.7%
£’000 Year ended 31 December 2025 Year ended 31 December 2024
Retained loss (9,495) (7,378)
Net assets 439 1,802
London www.fundamentalxr.co.uk
Sector Health tech
FundamentalXR (“FXR”) develops immersive training technology for healthcare, using virtual, augmented
and mixed reality to help surgical teams learn complex procedures more effectively. Its platform
enables clinicians, medical device companies and healthcare organisations to improve training, support
product adoption and enhance procedural confidence through realistic, interactive simulations.
31 March 2026 update
The year was characterised by mixed commercial performance, with efforts focused on strengthening
sales execution and rebuilding pipeline quality. FXR progressed financing activity and advanced
strategic workstreams to support longer-term options. The Company continues to support FXR
witha£0.25 million follow-on investment completing in Q1 2026.
9. FVRVS Limited (t/a FundamentalXR)
Initial investment October 2019
Amount invested (£) 3,149,000
Accounting cost (£) 2,884,000
Valuation (£) 2,852,000
Basis of valuation Discounted revenue multiple
Equity held (%) 10.7%
£’000 Year ended 31 December 2024 Year ended 31 December 2023
Retained loss (26,863) (22,704)
Net assets 7,052 5,748
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Foresight Ventures VCT Plc
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Portfolio Overview
Unquoted Growth
31 March 2026 31 March 2025
Investment Date of investment Valuation methodology
Cost
(£’000)
Investment
value
(£’000)
Cost
(£’000)
Investment
value
(£’000)
Additions/
(disposal
proceeds)
(£’000)
Net valuation
movement
(£’000)
Ayar Labs Inc.
1
August 2020 Price of last funding round 3,632 14,968 4,232 8,344 (1,284) 7,908
Maestro Media Limited
1
January 2021 Price of last funding round 4,659 5,339 3,617 2,686 1,042 1,611
Rated People Limited
1
November 2018 Discounted revenue multiple 4,138 5,092 3,763 5,336 375 (619)
Carbice Corporation Inc.
1
September 2020 Price of last funding round 3,897 3,383 3,897 3,674 — (291)
Cambridge Touch Technologies Limited
1
July 2019 Price of last funding round 4,649 3,347 3,899 3,727 750 (1,130)
Virtual Class Limited (t/a Third Space Learning)
1
April 2018 Price of last funding round 4,171 3,166 3,071 2,576 1,100 (510)
FVRVS Limited (t/a FundamentalXR)
1
October 2019 Discounted revenue multiple 2,884 2,852 2,634 2,524 250 78
EM Scientific Limited (t/a Inoviv)
1
October 2023 Price of last funding round 2,835 2,768 1,535 1,535 1,300 (67)
Hackajob Limited October 2018 Price of last funding round 3,534 2,611 3,534 1,652 — 959
TidalSense Limited November 2020 Price of last funding round 2,350 2,450 1,600 1,375 750 325
Trinny London Limited July 2020 Discounted revenue multiple 1,304 2,187 1,304 3,053 — (865)
CommerceIQ Inc. July 2022 Discounted revenue multiple 2,883 2,126 2,883 2,036 — 90
Audioscenic Limited December 2022 VC method 1,326 2,057 659 765 666 625
Flock Limited February 2023 Offer 1,500 1,500 1,214 1,500 285 (285)
Kluster Enterprises Limited February 2023 Discounted revenue multiple 1,236 1,487 1,236 1,615 — (128)
Open Bionics Limited November 2024 Price of last funding round 1,428 1,434 1,428 1,452 — (18)
FundingXchange Limited November 2019 Discounted revenue multiple 3,202 1,410 3,202 3,101 — (1,691)
Dragonfly Technology Solutions Ltd November 2024 Price of last funding round 1,300 1,300 600 600 700 —
Alison Technologies Ltd November 2024 Forecast revenue 978 1,185 978 986 — 199
Upp Technologies Group Limited August 2017 Round underway 1,604 1,132 1,604 1,645 — (513)
Evergrowth Holdings Inc. November 2025 Price of last funding round 885 900 — — 885 15
Spaceflux Limited July 2025 Price of last funding round 400 502 — — 400 102
1. Top ten investments by value shown on pages 19 to 23.
24
Foresight Ventures VCT Plc
Annual Report and Accounts 31 March 2026
Strategic ReportIntroduction Governance Financial Statements
Portfolio Overview
Unquoted Growth
31 March 2026 31 March 2025
Investment Date of investment Valuation methodology
Cost
(£’000)
Investment
value
(£’000)
Cost
(£’000)
Investment
value
(£’000)
Additions/
(disposal
proceeds)
(£’000)
Net valuation
movement
(£’000)
Tozaro Limited June 2020 Price of last funding round 858 478 858 870 — (392)
Qkine Limited November 2024 Round underway 379 356 379 415 — (59)
The Electrospinning Company Limited November 2024 Discounted revenue multiple 136 233 136 110 — 123
Closed Loop Medicine Limited November 2024 Nil value 488 — 488 255 — (255)
Invizius Limited November 2024 Nil value 499 — 499 499 — (499)
Channel Mum Limited October 2018 Nil value 757 — 757 — — —
Vivacity Labs Limited February 2021 Nil value 1,289 — 1,289 — — —
Masters of Pie Limited July 2018 Nil value 1,431 — 1,431 — — —
Lignia Wood Company Limited May 2019 Nil value 1,778 — 1,778 — — —
Empiribox Limited August 2017 Nil value 1,813 — 1,813 — — —
Ecstase Limited (t/a ADAY) November 2019 Nil value 1,855 — 1,855 2,000 — (2,000)
Cornelis Networks Inc. September 2020 Nil value 2,214 — 2,214 — — —
Limitless Technology Limited December 2017 Sold — — 757 — — —
CAI Software LLC September 2024 Sold — — 1,715 547 (431) (116)
Glisser Limited March 2021 Sold — — 1,887 — — —
Total Unquoted Growth portfolio 68,292 64,263 64,746 54,878 6,788 2,597
25
Foresight Ventures VCT Plc
Annual Report and Accounts 31 March 2026
Strategic ReportIntroduction Governance Financial Statements
Portfolio Overview
Yield Focused
31 March 2026 31 March 2025
Investment Date of investment Valuation methodology
Cost
(£’000)
Investment
value
(£’000)
Cost
(£’000)
Investment
value
(£’000)
Additions/
(disposal
proceeds)
(£’000)
Net valuation
movement
(£’000)
Doneloans Limited
1
April 2016 Net assets 3,631 3,107 3,631 3,473 — (366)
Cadbury House Holdings Limited
1
November 2009
Independent valuation
3,872 2,880 3,871 2,952 — (72)
Baron House Developments LLP July 2012
Independent valuation
2,695 2,695 2,695 2,695 — —
VSA Capital Group Plc (formerly Resource Reserve
Recovery Limited)
November 2013 Nil value 1 — 6 — (1) 1
Kimbolton Lodge Limited November 2003 Sold — — 664 1,000 (1,038) 38
Gatewales Limited November 2024 Sold — — 569 603 (603) —
Pilgrim Trading Limited October 2015 Sold — — 2,594 119 (37) (82)
Total Yield Focused portfolio 10,199 8,682 14,030 10,842 (1,679) (481)
1. Top ten investments by value shown on pages 19 to 23.
26
Foresight Ventures VCT Plc
Annual Report and Accounts 31 March 2026
Strategic ReportIntroduction Governance Financial Statements
Portfolio Overview
Quoted
31 March 2026 31 March 2025
Investment Date of investment Valuation methodology
Cost
(£’000)
Investment
value
(£’000)
Cost
(£’000)
Investment
value
(£’000)
Additions/
(disposal
proceeds)
(£’000)
Net valuation
movement
(£’000)
Tracsis Plc November 2013 Bid price 1,005 1,557 1,239 2,382 (555) (270)
BlackRock Cash D Acc November 2024 Bid price 1,269 1,343 1,269 1,291 — 52
Anpario Plc November 2013 Bid price 582 1,118 582 932 — 186
Cohort Plc November 2013 Bid price 180 1,060 254 1,473 (482) 69
Craneware Plc November 2013 Bid price 232 665 232 875 — (210)
Vanguard FTSE U.K. Equity Income Index Fund GBP Acc November 2024 Bid price 398 544 860 843 (587) 288
Vianet Group Plc April 2010 Bid price 756 472 756 449 — 23
Brooks Macdonald Group Plc November 2013 Bid price 257 231 257 255 — (24)
Arecor Therapeutics Plc November 2024 Bid price 227 200 659 487 (350) 63
Norman Broadbent Plc October 2013 Bid price 906 189 906 66 — 123
DXS International Plc May 2023 Bid price 300 60 300 188 — (128)
SysGroup Plc July 2016 Bid price 204 44 255 81 (17) (20)
Dillistone Group Plc November 2013 Bid price 411 43 411 32 — 11
GENinCode Plc July 2021 Bid price 185 19 348 188 (129) (40)
Pennant International Group Plc November 2013 Bid price 67 17 67 26 — (9)
One Media IP Group Plc August 2020 Bid price 35 15 35 20 — (5)
Let's Explore Group Plc February 2020 Bid price 35 8 35 30 — (22)
Feedback Plc July 2020 Bid price 80 6 80 8 — (2)
Pressure Technologies Plc November 2013 Bid price 50 6 50 4 — 2
Frontier IP Group Plc November 2013 Bid price 6 5 6 11 — (6)
Strip Tinning Holdings Plc February 2022 Bid price 21 2 21 2 — —
Angle Plc November 2013 Bid price 114 1 114 15 — (14)
Verici Dx Plc March 2022 Bid price 48 1 117 7 (3) (3)
27
Foresight Ventures VCT Plc
Annual Report and Accounts 31 March 2026
Strategic ReportIntroduction Governance Financial Statements
Portfolio Overview
Quoted
31 March 2026 31 March 2025
Investment Date of investment Valuation methodology
Cost
(£’000)
Investment
value
(£’000)
Cost
(£’000)
Investment
value
(£’000)
Additions/
(disposal
proceeds)
(£’000)
Net valuation
movement
(£’000)
Trellus Health Plc May 2021 Bid price 35 — 35 2 — (2)
Eneraqua Technologies Plc November 2021 Bid price 39 — 178 21 (12) (9)
Wheelsure Holdings Plc November 2013 Bid price 48 — 48 — — —
ACHP Plc November 2013 Bid price 61 — 61 — — —
Fireangel Safety Technology Group Plc November 2013 Bid price 109 — 109 — — —
Oncimmune Holdings Plc March 2021 Bid price 278 — 278 — — —
Pelatro Plc August 2020 Bid price 290 — 290 — — —
Impact Healthcare REIT Plc November 2017 Bid price 303 — 303 316 — (316)
Deepmatter Group Plc July 2020 Bid price 722 — 722 — — —
Bonhill Group Plc August 2018 Bid price 1,000 — 1,000 — — —
Inland Homes Plc November 2013 Bid price 1,311 — 1,311 — — —
Pittards Plc June 2015 Bid price 1,350 — 1,350 — — —
Downing Strategic Micro-Cap Investment Trust Plc May 2017 Bid price 5,699 — 5,699 121 — (121)
Flowgroup Plc November 2013 Sold — — 207 — — —
Libertine Holdings Plc December 2021 Sold — — 350 — — —
Total Quoted portfolio 18,613 7,606 20,794 10,125 (2,135) (384)
Total 97,104 80,551 99,570 75,845 2,974 1,732
The Company also holds quoted investments in Golden Rock Global Plc and Mining, Minerals & Metals Plc (which are not shown in the table). These investments were acquired in prior periods at
negligible value as a result of reorganisations of other investments and continue to be valued at the same level.
28
Foresight Ventures VCT Plc
Annual Report and Accounts 31 March 2026
Strategic ReportIntroduction Governance Financial Statements
About the Manager
The Manager is part of Foresight, a leading investment manager
in real assets and capital for growth.
Foresight
The Manager is a leading private equity investment manager, with its parent, Foresight Group Holdings Limited, listed on the
London Stock Exchange. Foresight invests in building cleaner energy systems, decarbonising industry and growing the economic
potential of ambitious companies.
Private Equity
Our Private Equity division is one of the most active UK
andIreland regional SME investors, supporting companies
through various economic cycles. We partner with promising
SMEs across all sectors and deal stages. Each year,we
review over 4,000 business plans and are currently
supporting more than 250 SMEs.
£1.9bn
1
AUM | 15%
On 9 February 2021, Foresight Group Holdings Limited’s
shares were unconditionally listed on the premium segment of
the Official List maintained by the Financial Conduct Authority
(the “FCA”) (the “Official List”) and admitted to trading on the
Main Market of the London Stock Exchange under the ticker
“FSG”. Since the FCA’s new UK Listing Rules came into force
on 29 July 2024, Foresight Group Holdings Limited has been
automatically transferred to the Equity Shares (Commercial
Companies) category on the Official List. Foresight Group
Holdings Limited was awarded the LSE’s Green Economy
Mark, which recognises companies that derive 50% or more
of their annual revenues from products and services that
contribute to the global green economy.
www.fsg-investors.com
200+
Institutional investors
£13.0bn
1
AUM as at 31 March 2026
72%
1
Institutional AUM
28%
1
Retail AUM
£13.0bn
1
AUM as at 31 March 2026
Group AUM
Key
Real Assets | 85%
1
Private Equity | 15%
1
1. AUM as at 31 March 2026 relates to continuing operations following the announced
agreed sale of Foresight Group’s public markets division.
29
Foresight Ventures VCT Plc
Annual Report and Accounts 31 March 2026
Strategic ReportIntroduction Governance Financial Statements
Co-Investments
Co-investments have been made by other funds that the Manager advises and manages, as follows:
Investment
Foresight
Ventures VCT
accounting
cost
£’000
Accounting
cost of
other funds
managed by
the Manager
£’000
Total equity
of funds
managed by
the Manager
%
Alison Technologies Ltd 978 1,275 5.7%
Audioscenic Limited 1,326 4,331 28.1%
Ayar Labs Inc. 3,632 846 0.7%
Cambridge Touch Technologies Ltd 4,649 988 12.6%
Carbice Corporation Inc. 3,897 1,314 7.2%
CommerceIQ Inc. 2,883 793 0.6%
Dragonfly Technology Solutions Ltd 1,300 1,730 14.3%
EM Scientific Limited (t/a Inoviv) 2,835 534 24.2%
Flock Limited 1,500 249 3.5%
FundingXchange Limited 3,202 2,237 21.1%
FVRVS Limited (t/a FundamentalXR) 2,884 1,480 13.1%
Hackajob Limited 3,534 540 8.7%
Kluster Enterprises Limited 1,236 380 11.5%
Maestro Media Limited (t/a BBC Maestro) 4,659 2,513 20.3%
Tozaro Limited 858 1,466 8.3%
Open Bionics Limited 1,428 3,567 20.6%
Qkine Limited 379 561 7.9%
Rated People Limited 4,138 1,659 3.5%
The Electrospinning Company Limited 136 850 9.5%
TidalSense Limited 2,350 2,041 9.3%
Trinny London Limited 1,304 946 5.6%
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Foresight Ventures VCT Plc
Annual Report and Accounts 31 March 2026
Strategic ReportIntroduction Governance Financial Statements
Co-Investments
Investment
Foresight
Ventures VCT
accounting
cost
£’000
Accounting
cost of
other funds
managed by
the Manager
£’000
Total equity
of funds
managed by
the Manager
%
Virtual Class Ltd 4,171 667 17.9%
Spaceflux Limited 400 900 6.6%
Companies that are exclusive to Foresight Ventures VCT Plc have been excluded from the table above.
Companies valued at £nil have also been excluded from the table above.
31
Foresight Ventures VCT Plc
Annual Report and Accounts 31 March 2026
Strategic ReportIntroduction Governance Financial Statements
This Strategic Report has been prepared in accordance with the requirements
of Section 414 of the Companies Act 2006 and best practice. Its purpose
is to inform the members of the Company and help them to assess how the
Directors have performed their duty to promote the success of the Company,
in accordance with Section 172 of the Companies Act 2006.
Investment objective
The Company is a Venture Capital Trust (“VCT”) whose
principal investment objectives are to:
ș Provide private investors with attractive returns from a
portfolio of investments focused in future on unquoted
companies
ș Maintain VCT status so that the Company and its
Shareholders may benefit from the tax reliefs and
exemptions available under the VCT legislation
As a Venture Capital Trust, investors are required to hold
their shares for a minimum period of five years in order to
retain their income tax relief.
Performance and key performance indicators (“KPIs”)
The results and performance of the Company are discussed
further in the Directors’ Report on pages 56 to 61.
The Board expects the Manager to deliver a performance
which meets the objectives of the Company. The KPIs
covering these objectives are growth in Net Asset Value per
share and dividend payments, which, when combined, give
an overall NAV Total Return. Additional KPIs and Alternative
Performance Measures (“APMs”) reviewed by the Board
include the discount of the share price relative to the Net
Asset Value, which shows the percentage by which the
mid-market share price of the Company is lower than the
Net Asset Value per share, and the ongoing charges ratio,
as defined in the Glossary of Terms. KPIs and APMs allow
performance comparisons to be made between VCTs.
A review of the Company’s performance during the financial
year, the position of the Company at the year end and
the outlook for the coming year are contained within the
Manager’s Review. The Board assesses the performance
of the Manager in meeting the Company’s objective against
the primary KPIs and APMs highlighted above. During the
year ended 31 March 2026, the Company recorded a loss
of£1.2million compared to a loss of £12.7 million in the year
ended 31 March 2025.
Strategic Report
32
Foresight Ventures VCT Plc
Annual Report and Accounts 31 March 2026
Strategic ReportIntroduction Governance Financial Statements
Strategic Report
Strategies for achieving objectives
As detailed below, the Company employs the following
strategies for achieving its objectives: adhering to its
investment policy, material changes to which will only be
made with Shareholder approval; adhering to VCT regulation;
and following its dividend and share buyback policies.
Investment policy
The Company will primarily target UK companies which it
believes will achieve the objective of producing attractive
returns for Shareholders.
Investment securities
The Company invests in a range of securities including
ordinary and preference shares, loan stock, convertible
securities, fixed-interest securities and cash. Cash is primarily
held in interest-bearing accounts as well as in a range of
permitted liquidity investments.
UK companies
Investments are primarily made in companies which are
substantially based in the UK, although many will trade
overseas. The companies in which investments are made
must satisfy a number of tests set out in Part 6 of the Income
Tax Act 2007 to be classed as VCT qualifying holdings.
Asset mix
The Company aims to be significantly invested in early-stage
venture businesses, subject always to the quality of
investment opportunities and the timing of realisations. Any
uninvested funds are held in cash and a range of permitted
liquidity investments.
Risk diversification and maximum exposures
Risk is spread by investing in a range of different businesses
within different industry sectors at different stages of
development. The maximum amount invested in any one
company, including any guarantees to banks or third parties
providing loans or other investment to such a company,
is limited by VCT legislation to 15% of the Company’s
investments (which includes cash) by VCT value at the time
ofinvestment.
Borrowing powers
The Company has a borrowing limit of an amount not
exceeding an amount equal to 10% of the adjusted capital
and reserves (being the aggregate of the amount paid up on
the issued share capital of the Company and the amount
standing to the credit of its reserves). Whilst the Company
does not currently borrow, and has no plans to do so, its
Articles allow it to do so.
VCT regulation
The investment policy is designed to ensure that the
Company continues to qualify and is approved as a VCT
by HMRC. Amongst other conditions, the Company may
not invest more than 15% of its total investments and cash
by VCT value, at the time of making the investment, in a
single company, must have at least 80% by VCT value of
its investments and cash (disregarding investments and
cash under grace periods) throughout the year in shares or
securities in qualifying holdings and must invest 30% of funds
raised in qualifying holdings within 12 months of the end of
the year in which those funds were raised.
In addition, in aggregate, 70% of a VCT’s qualifying
investments (30% for investments made before 6 April 2018
from funds raised before 6 April 2011) by VCT value must
be in ordinary shares which carry no preferential rights to
assets on a winding up or to dividends (apart from certain
non-cumulative fixed preferential rights). For each individual
investment, a minimum of 10% of the investment must be in
ordinary shares of that company.
Dividend policy
The Directors are targeting an annual dividend of at least 4%
of net assets per annum, subject to sufficient distributable
reserves and capital resources.
Share buyback policy
It is the Company’s policy, subject to adequate cash
availability and distributable reserves, to consider
repurchasing shares when they become available in order
to help provide liquidity to the market in the Company’s
shares. The Board has an objective to complete buybacks at
a discount of 2.5% to the prevailing NAV per share, subject to
market conditions.
33
Foresight Ventures VCT Plc
Annual Report and Accounts 31 March 2026
Strategic ReportIntroduction Governance Financial Statements
This report sets out how the Directors have had regard to
promoting the success of the Company for the benefit of its
stakeholders as a whole, and in making their decisions to
have regard to s.172 of the Companies Act 2006, namely:
ș The likely consequence of any decision in the long term
ș The interests of the Company’s employees
ș The need to foster the Company’s business relationships
with suppliers, customers and others
ș The impact of the Company’s operations on the
community and the environment
ș The desirability of the Company maintaining a reputation
for high standards of business conduct
ș The need to act fairly between members of the Company
The Board
The Board has adopted the 2024 AIC Code of Corporate
Governance, which provides the framework for the
Company’s governance arrangements.
As an externally managed VCT, the Board has delegated
the day-to-day management of the Company to the
Manager. TheManager is responsible for the Company’s
administration, accounting and company secretarial services,
and for overseeing relationships with the Company’s key
service providers, including the registrar, broker and VCT
status adviser.
To support Directors in discharging their duties effectively,
each Director receives a comprehensive induction upon
appointment to the Board.
This induction covers the key regulatory, legal and
governance responsibilities of a director of a UK public
limited company and is reinforced through the Company’s
subscription offer process.
Directors have ongoing access to the advice and support of
the Company Secretary and, where appropriate, may seek
independent professional advice at the Company’s expense.
Long-term strategic considerations
The Board gives careful consideration to the long-term
consequences of its decisions in order to support the
sustainable growth and success of the Company. This
includes assessing potential risks and opportunities and their
impact on the Company’s financial position, market standing,
VCT status and key stakeholder relationships over time.
By adopting a forward-looking approach, the Board seeks to
make decisions that not only deliver near-term performance
but also strengthen the Company’s resilience and adaptability
in a changing environment. This approach underpins the
Company’s long-term viability and supports the delivery of its
key objectives for Shareholders and other stakeholders.
Stakeholders and s.172
Directors’ duty to promote the success of the Company
The Board of Directors considers, both individually and collectively, that it
has acted in good faith and in a manner likely to promote the success of the
Company for the benefit of its members as a whole in the decisions taken
during the year.
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34
Foresight Ventures VCT Plc
Annual Report and Accounts 31 March 2026
Strategic ReportIntroduction Governance Financial Statements
Stakeholders and s.172
Directors’ duty to promote the success of the Company
Strategic oversight and key decisions
The Board undertook a review of the Company’s strategy
and oversight framework during the year, having regard to
the changing regulatory and economic environment, including
the introduction of strengthened internal control effectiveness
requirements under the AIC Code.
Risk management and internal controls
During the year, the Board decided to enhance its oversight
of the Company’s principal risks and the effectiveness of
the associated controls. As part of this decision, the Board
undertook regular, in-depth sessions with the Manager’s
dedicated risk team to review and evaluate key risks and
controls, ensuring that they remain relevant, effective and
fitfor purpose as the Company and its portfolio evolve.
The Board also considered the long-term implications of
these decisions, including the importance of maintaining
a robust control environment to support sustainable
performance and protect Shareholder value.
This approach has strengthened the Board’s understanding
of the Company’s risk profile and has improved the quality
ofinformation and assurance received from the Manager.
These actions also support the Board’s ongoing preparation
for the enhanced internal control effectiveness requirements
set out in Provision 34 of the AIC Code and are considered
by the Directors to contribute positively to the Company’s
long-term resilience and governance framework.
35
Foresight Ventures VCT Plc
Annual Report and Accounts 31 March 2026
Strategic ReportIntroduction Governance Financial Statements
Stakeholders and s.172
Directors’ duty to promote the success of the Company
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Employees
Why we engage
As an externally managed company, the Company does not
have any employees. However, the Board maintains a close and
constructive working relationship with the employees of the
Manager, recognising that their expertise, culture and approach
areintegral to the long-term success of the Company.
Through regular interaction, reporting and engagement with the
Manager’s team, the Board seeks to ensure alignment with the
Company’s purpose, values and strategic objectives, and support
effective decision-making and sustainable performance over the
long term.
How we engage
The Board has regard to employee interests through its oversight
of the Manager, including engagement with senior management,
consideration of workforce matters where relevant, and assurance
that appropriate policies and practices are in place to support the
effective delivery of services to the Company.
What we improved
During the year, the Board strengthened its oversight of the
Manager through the receipt of enhanced reporting on the delivery
of services and portfolio company performance. This enabled the
Board to monitor performance more effectively and supported
informed decision-making.
36
Foresight Ventures VCT Plc
Annual Report and Accounts 31 March 2026
Strategic ReportIntroduction Governance Financial Statements
Stakeholders and s.172
Directors’ duty to promote the success of the Company
E
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Shareholders
Why we engage
The Board and the Manager recognise the importance of
maintaining regular engagement with Shareholders to support
a high level of transparency, accountability and mutual
understanding. Dialogue with Shareholders enables the Board
to explain the Company’s strategy, performance and portfolio
developments, and understand Shareholder perspectives.
Shareholder support is fundamental to the Company’s ability
to raise additional capital, which in turn is dependent on the
Company’s performance and the provision of clear, timely and
transparent reporting on portfolio progress and prospects.
How we engage
The Company also engages with its Shareholders through the
Annual and Half-Yearly Reports, AGMs, news releases via the
London Stock Exchange and the Company’s website. The Annual
and Half-Yearly Reports and other Shareholder information are
distributed to Shareholders and made available on the website,
www.foresight.group/products/foresight-ventures-vct-plc, along
with other pertinent information, including factsheets.
What we improved
Insights gained through regulatory engagement and industry
consultations during the year informed the Board’s consideration
of regulatory risk and reporting priorities. As a result, disclosures in
the Annual Report have been enhanced in certain areas to improve
transparency for Shareholders.
37
Foresight Ventures VCT Plc
Annual Report and Accounts 31 March 2026
Strategic ReportIntroduction Governance Financial Statements
Stakeholders and s.172
Directors’ duty to promote the success of the Company
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Manager
Why we engage
The Company’s principal relationship is with the Manager,
whose investment management and administration services are
fundamental to the long-term success of the Company and the
achievement of its key objectives. Further detail on this relationship
is set out in the Manager’s Review.
The Board places significant emphasis on the Company’s
investment performance and closely monitors the Manager’s ability
to deliver strong and sustainable results. This oversight includes
regular and rigorous reviews of the Manager’s performance against
agreed benchmarks and objectives. The Board seeks to maintain
a constructive and collaborative working relationship with the
Manager, underpinned by open communication, effective challenge
and alignment of interests.
How we engage
Representatives from the Manager’s investment, accounting
and company secretarial teams attend each Board meeting to
provide comprehensive updates on the Company’s financial and
operational performance, together with legal, regulatory and
risk matters. The Board also receives updates on cyber security
matters periodically throughout the year. The Board also holds
regular risk and internal control review sessions, enabling it to
maintain effective oversight of the Company’s risk management
framework and internal controls.
In addition, the Company holds a strategy meeting with the
Manager at which the Board reviews and assesses the Company’s
investment strategy and objectives and receives a detailed
update on developments in the VCT market, the wider investment
landscape and the activities of Foresight Group.
What we improved
As part of its oversight of the Manager, the Board established the
Management Engagement Committee to review the Manager’s
performance, assess the quality and effectiveness of the services
provided, and ensure that the terms of engagement remain aligned
with the best interests of Shareholders.
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Foresight Ventures VCT Plc
Annual Report and Accounts 31 March 2026
Strategic ReportIntroduction Governance Financial Statements
Stakeholders and s.172
Directors’ duty to promote the success of the Company
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Our Service Providers
Including the registrar, the VCT status adviser, theauditor,
thelawyers and thebroker.
Why we engage
As a VCT, the Company relies on a range of third-party service
providers to support the delivery of its objectives. The Board
engages with these service providers, either directly or through
the Manager, because their performance, reliability and alignment
with the Company’s standards are fundamental to the Company’s
ability to operate effectively, comply with applicable laws and
regulations, and act in the best interests of Shareholders.
How we engage
The Manager undertakes annual due diligence reviews of
selected key service providers adopting a risk-based approach.
These reviews typically involve a combination of due diligence
questionnaires, meetings and, where appropriate, onsite visits,
together with the assessment of governance, financial standing,
internal controls, regulatory compliance and key policies. The
findings are documented and reported to the Board, supporting
itsongoing oversight of service providers.
The Company meets with its auditor at least twice each year
to discuss audit planning, key judgements and findings, and the
effectiveness of financial reporting and controls. The Company’s
legal advisers and the broker are invited to attend Board meetings
where their expertise is considered relevant to matters under
discussion.
What we improved
The remit of the Management Engagement Committee includes
a formalised annual review of the performance of key service
providers, including the Manager. This review considers factors
such as cost, quality of service, resourcing and effectiveness, and
the Committee makes recommendations to the Board regarding the
continued appointment of those service providers.
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Foresight Ventures VCT Plc
Annual Report and Accounts 31 March 2026
Strategic ReportIntroduction Governance Financial Statements
Stakeholders and s.172
Directors’ duty to promote the success of the Company
Portfolio companies
Why we engage
The long-term success of the Company and the delivery of its key
objectives are directly linked to the performance and sustainability
of its underlying portfolio companies. The Board therefore places
significant importance on understanding the operational, financial
and strategic performance of the portfolio, recognising that these
outcomes ultimately drive returns for Shareholders.
How we engage
On a quarterly basis, the Board receives comprehensive
information and support to enable it to scrutinise the performance,
progress and prospects of the Company’s portfolio companies.
This structured review process allows the Board to make informed
decisions based on accurate, timely and relevant information.
What we improved
The Board recognises the increasing relevance of artificial
intelligence across a broad range of sectors. While AI
considerations are currently factored into portfolio oversight
and investment decision-making, the Board has identified an
opportunity to further enhance the depth and consistency of its
review of the impact of AI on portfolio companies, including both
opportunities and associated risks. This will remain an area of
focus in the coming year.
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40
Foresight Ventures VCT Plc
Annual Report and Accounts 31 March 2026
Strategic ReportIntroduction Governance Financial Statements
Stakeholders and s.172
Directors’ duty to promote the success of the Company
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Government andRegulators
Why we engage
As a VCT, the Company is subject to the impact of government
decisions and policy changes, including changes to legislation
and tax rules applicable to venture capital trusts, which may
have significant consequences for both the Company and its
Shareholders, including the Company’s ability to maintain its
approved VCT status and the associated tax reliefs. The Manager
monitors developments in the regulatory and political environment
on an ongoing basis and reports to the Board to enable
appropriate oversight and assessment of any potential implications
for the Company’s operations and investment strategy.
How we engage
The Company is a member of the Association of Investment
Companies (“AIC”) and engages in AIC activities, including
roundtables, consultations, policy discussions and industry events,
to remain informed of developments affecting the venture capital
trust sector and to contribute to industry-wide responses as
appropriate.
Through the AIC and, where appropriate, directly, the Company
engages with HM Treasury, HM Revenue & Customs and other
relevant government bodies on legislative and policy matters
affecting the VCT regime. The Company also monitors regulatory
developments and engages, as appropriate, with relevant
regulators to ensure that the Company continues to operate within
the applicable regulatory framework and in the best interests of
Shareholders.
What we improved
During the year, the Board enhanced its oversight of regulatory
matters by strengthening its monitoring of regulatory developments
and engagement with regulators, supporting improved reporting,
transparency and readiness for regulatory change.
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Foresight Ventures VCT Plc
Annual Report and Accounts 31 March 2026
Strategic ReportIntroduction Governance Financial Statements
Stakeholders and s.172
Directors’ duty to promote the success of the Company
In accordance with Section 172 of the Companies Act 2006, the Directors act in a way they consider, in good faith, would be most likely to promote the long-term success of the Company for the
benefit of its members as a whole. In doing so, the Board has regard to a range of factors, including the interests of employees, the need to foster strong relationships with suppliers, customers and
other stakeholders, and the impact of the Company’s activities on the community and the environment.
Throughout the year, the Board and the Manager engaged with key stakeholders to understand their perspectives, gather feedback and consider matters relevant to the Company’s strategy and
decision-making. The Board uses this engagement, together with information and analysis provided by the Manager and advisers, to inform its discussions and decisions.
To illustrate how the Directors have had regard to the matters set out in Section 172, the table below summarises a selection of key decisions and actions taken by the Board during the year,
together with the principal stakeholders considered and the outcomes for the Company. These actions demonstrate how the Board seeks to align the Company’s strategy with the interests of its
stakeholders and to promote the sustainable, long-term success of the Company.
Examples:
The likely consequences of any decision in the long term The need to foster the Company’s business relationships with
suppliers, customers and others
The desirability of the Company maintaining a reputation for
high standards of business conduct
Following the merger in November 2024, the Company has continued
to simplify its strategy and strengthen its long-term positioning. As at
March 2026, early signs of stabilisation and improvement are emerging.
The merger has provided a solid platform for ongoing strategic review,
including consideration of opportunities to enhance liquidity and
support future fundraising.
Through the Manager, the Board maintains appropriate representation
at portfolio company level where possible, either via a board
appointment or observer status. This provides oversight and enables
the Company and the Manager to monitor governance standards and
promote best practice across portfolio companies’ operations.
With the Management Engagement Committee (“MEC”) in place, the
Committee conducted reviews of the Company’s key service providers,
including the Manager, evaluating matters such as cost efficiency,
service quality and performance, and providing recommendations to
the Board regarding their continued appointment.
Governance is a key focus of the Manager’s post-investment 100-day
plan and is supported by the use of the Manager’s ESG platform,
which is utilised across the portfolio to assess, monitor and support
environmental, social and governance (“ESG”) practices on an ongoing
basis. The ESG platform also assists portfolio companies in evaluating
their environmental impact, including emissions, and provides
practical tools and templates to support reporting and governance
requirements where appropriate.
ESG and governance expectations are applied proportionately, taking
into account the size, maturity and development stage of each portfolio
company. The ESG platform supports ongoing engagement and
monitoring, helping to identify areas for improvement while recognising
that portfolio companies remain operationally independent.
Through the Manager, the Board will have representation at portfolio
company level, either through a board seat or observer status. This
enables the Company and the Manager to ensure that the portfolio
companies maintain or achieve the expected standards of governance
and best practice in their operations. Following the commencement
of the special administration process of the Company’s custodian of
quoted assets, IBP Capital Markets Limited (“IBP”), the Board appointed
Foresight Group LLP to represent the Company on the Client Creditors’
Committee. This allows the Company, through the Manager, to have
active representation in the special administration process with the
Board receiving regular updates on the process from the Manager
when available.
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Foresight Ventures VCT Plc
Annual Report and Accounts 31 March 2026
Strategic ReportIntroduction Governance Financial Statements
Stakeholders and s.172
Directors’ duty to promote the success of the Company
The interests of employees The impact of the Company’s operations on the community
and the environment
The need to act fairly between members of the Company
The Company prioritises aligning the interests of Shareholders and
the Manager by establishing clear investment goals and performance
benchmarks. This strategy incentivises the Manager’s investment
team to pursue long-term growth and profitability, benefiting both
Shareholders and employees of the Manager. Additionally, the
Company has a well-defined incentive plan in place, incorporating
performance-based bonuses. This approach motivates the Manager’s
investment team to drive the Company’s success, astheir rewards are
directly linked to the Company’s performance.
As the Company focuses on providing capital to emerging tech growth
companies developing both hardware and software, the Board is
committed to supporting the local communities in the areas in which it
invests. Through the Company’s investments, portfolio companies have
additional capital to enable job creation and the Manager encourages
all portfolio companies to pay the National Living Wage.
The Board is committed to acting fairly between all Shareholders,
irrespective of the size or duration of their investment. The Company
seeks to ensure that all Shareholders have equal access to clear,
timely and consistent information through multiple channels, including
the Company’s online Shareholder portal, regulatory announcements
and periodic reports.
The Board also encourages Shareholder participation at the Annual
General Meeting, where all Shareholders are able to vote and raise
questions. Voting rights are exercised on an equitable basis, ensuring
that decisions reflect the collective interests of members as a whole.
The Board will continue to use stakeholder engagement and feedback to inform its oversight and decision-making, with a focus on maintaining effective governance, supporting long-term value
creation and ensuring the Company remains responsive to its evolving stakeholder and regulatory environment.
Examples:
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Foresight Ventures VCT Plc
Annual Report and Accounts 31 March 2026
Strategic ReportIntroduction Governance Financial Statements
Responsible Investment
Strategy and awareness
Does the business demonstrate a
good awareness of corporate social
responsibility?
Is this reflected in its processes and
management structure?
Environmental
Does the company follow good
practice for limiting or mitigating its
environmental impact, in the context
of its industry?
How does it encourage the
responsible use of the world’s
resources?
Social
What impact does the company
have on its employees, customers
and society as a whole?
Is it taking steps to improve the lives
of others, either directly, such as
through job creation, or indirectly?
Governance
Does the company and its leadership
team demonstrate integrity?
Are the correct policies and
structures in place to ensure it
meets its legislative and regulatory
requirements?
Third-party interaction
Is the principle of corporate
responsibility evidenced in the
company’s supply chain and
customers?
How does it promote ESG values
andshare best practice?
Often referred to as Responsible
Investment, the Environmental,
Social and Governance principles
(“ESG”) provide not only a key basis
for generating attractive returns
for investors, but also to help build
better quality businesses in the UK,
creating jobs and making a positive
contribution to society.
ESG criteria form an integral part of the Manager’s
day-to-day decision-making. All new portfolio company
investments made since May 2025 are subject to ESG
duediligence and ongoing ESG monitoring.
Central to its investment approach are five ESG principles
which are used to evaluate investee companies.
Overall, over 100 individual key performance indicators are
considered under the five principles.
The Manager invests in a wide range of sectors and believes
its approach covers the key tests that should be applied to
assess a company’s ESG performance, throughout the life
cycle of an investment.
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Annual Report and Accounts 31 March 2026
Strategic ReportIntroduction Governance Financial Statements
In May 2021, the Manager formalised its Investment Themes
for private equity investments into four areas:
Health
Quality Employment at Scale
Research and Innovation
Sustainable, Inclusive, Local Infrastructure
and the Environment
These outcome-focused themes help the Manager assess
any opportunities in the business model, and by mapping
its investments to them, the private equity team can identify
the value and benefits for the companies, society and the
environment.
We align our approach to sustainability with the
UNSustainable Development Goals:
While contribution to the UN’s Sustainable Development
Goals (“SDGs”) is not a determining factor for investment
decisions, many investee companies have important linkages
to the SDGs.
Credentials
The Manager has been a member of the UK Sustainable
Investment and Finance Association since 2009 and a
signatory to the Principles for Responsible Investment (“PRI”)
since 2013.
The Manager is an accredited Living Wage Employer and
a signatory of the HM Treasury Women in Finance Charter,
committing to implement recommendations to improve
gender diversity in financial services. Portfolio companies are
encouraged to pursue similar objectives.
Climate change statement
The Manager has a long-term investing vision. As such,
taking actions to mitigate the risks posed by climate change,
whilst also investing to generate commercial returns for its
investors, must be done hand-in-hand. The Manager has been
a signatory to the United Nations-backed PRI since 2013. PRI
is a globally recognised voluntary framework concerned with
the incorporation of ESG considerations into the investment
decision making process. It provides a basis for potential and
existing investors to judge the quality of a company’s ESG
processes and positioning within an industry sector. In 2025,
the Manager was once again awarded five stars by PRI across
Foresight Group and the Private Equity and Real Assets
divisions.
The Board supports the Manager’s views on climate change
and ESG, as well as its process in the evaluation of an
asset’s environmental and social impact during due diligence
and thereafter. For each material risk identified during due
diligence, a mitigation plan is proposed in the investment
submission and these actions form part of each portfolio
company’s “100-day plan” post-investment.
Responsible Investment
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Foresight Ventures VCT Plc
Annual Report and Accounts 31 March 2026
Strategic ReportIntroduction Governance Financial Statements
Responsible Investment
Climate change statement
From an environmental perspective, analysis relating to the
implementation of good industry practice in limiting and
mitigating the potentially adverse environmental impact of
acompany’s operations has four principal components:
ș Environmental policy and track record
ș Energy and resource usage and environmental impact
ș Environmental impact of products and services
ș Environmental performance improvements
Regular monitoring post-investment ensures that standards
are maintained in respect of ESG issues where there is a
change in either the regulatory or operating environment
orthe composition of the management team.
Streamlined Energy and Carbon Reporting
As the Company did not consume more than 40,000 kWh of
energy during the year ended 31 March 2026, it has nothing
to report under the Companies (Directors’ Report) and
Limited Liability Partnerships (Energy and Carbon Report)
Regulation 2018.
Task Force on Climate-related Financial Disclosures
(“TCFD”)
Foresight Group reports in line with the TCFD
recommendations. As a small authorised UK AIFM and by
virtue of its legal entity status, the Company is exempt from
TCFD product-level reporting requirements. However, the
Company provides carbon emissions data, which is one of
the TCFD’s reporting requirements, through its pioneering
Sustainability Data Platform. The Board and the Manager
will review the Company’s ability to provide additional
TCFD-related data in the future. Further details can be
foundat www.foresightgroup.eu.
Environmental, human rights, employee, social
andcommunity issues
The Board recognises the requirement under Section 414
of the Companies Act 2006 to provide information about
environmental matters (including the impact of the Company’s
business on the environment), employee, human rights, social
and community issues, and information about any policies
it has in relation to these matters and the effectiveness of
thesepolicies.
The Company does not have any policies in place for human
rights, environmental, social and community issues due to
having no office premises, no employees and its purchases
being services as opposed to tangible products. The
Manager’s policies in respect of all the above issues can
befound on its website: www.foresightgroup.eu.
Diversity
The Board currently comprises one female and three
male Directors, with one Director from an ethnic minority
background. There is no formal diversity policy in place;
however, the Board is conscious of the need for diversity
andwill consider male and female candidates from all
ethnicbackgrounds when appointing new Directors.
The Manager maintains an equal opportunities policy and, as
at 31 March 2026, employed 281 men and 196 women based
on sex at birth. The Manager does not collect information on
gender identity.
Global greenhouse gas emissions
The Company has no greenhouse gas emissions to report
from the operations of the Company, nor does it have
responsibility for any other emissions sources under the
Companies Act 2006 (Strategic Report and Directors’ Report)
Regulations 2013.
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Foresight Ventures VCT Plc
Annual Report and Accounts 31 March 2026
Strategic ReportIntroduction Governance Financial Statements
Risks
Principal risks, risk management and
regulatoryenvironment
Internal controls and risk management
In accordance with the 2024 AIC Code of Corporate
Governance (the “Code”), the Company has established a
robust framework of internal controls to effectively manage
and mitigate risks. The system includes comprehensive
policies, regular risk assessments, and continuous monitoring
to ensure operational integrity and regulatory compliance.
This proactive approach helps us safeguard our assets and
achieve our strategic objectives.
The Board carries out half-yearly reviews of the risk
environment in which the Company operates, including
emerging risks.
The Directors have carried out a robust assessment of
the emerging and principal risks facing the Company,
including those that would threaten its business model,
future performance, solvency or liquidity. The Board has
ensured that there are policies in place for managing each
of these risks. The principal financial risks faced by the
Company, which include interest rate, investment, credit and
liquidity risks, are set out on pages 49 to 51. These include
investment overexposure, lack of available cash, inadequate
control environment within the Manager, inadequate control
environment at other third-party service providers, economic
conditions leading to reduced valuations, poor investment
decisions, dilution of equity position and poor performance
leading to reduced investor demand, restrictive VCT rules,
failure to satisfy VCT status, non-qualifying investments
affecting VCT status and the Manager no longer being able
toact.
Provision 34
Provision 34 of the updated AIC Corporate Governance Code
introduces an enhanced requirement for the Board to monitor
and review the effectiveness of material controls covering
financial, operational, reporting and compliance areas and
to include an explicit declaration of their effectiveness at
the balance sheet date. This enhanced approach reflects
strengthened transparency, accountability and assurance for
stakeholders.
The enhanced declaration requirement will apply to the
Company for the financial year ending 31 March 2027.
In preparation for Provision 34, the Board has been
monitoring the Manager’s risk management and internal
control framework throughout the year. The Company has
adopted a proportionate and structured approach to identify
and map such controls, considering the following:
ș Controls supporting valuations, financial reporting and
share issuance/buyback process
ș Controls governing investment decision-making, portfolio
monitoring and due diligence
ș Operational and resilience controls operated by the
Manager, including technology and data governance
ș Compliance controls relating to the Company’s regulatory
obligation as a listed VCT
Using the Manager’s enterprise risk management framework,
key controls have been mapped to relevant principal risks.
This enables clearer articulation of control ownership,
documentation of control design, and more effective
monitoring of operational effectiveness.
Focus areas during the year have included:
ș Financial reporting and valuation methodologies
ș Technology, cyber security and data governance
ș Oversight of outsourced and third-party service providers
ș Fraud risk management and economic crime controls
ș Business continuity and disaster recovery arrangements
atthe Manager and key suppliers
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Foresight Ventures VCT Plc
Annual Report and Accounts 31 March 2026
Strategic ReportIntroduction Governance Financial Statements
Risks
Principal risks, risk management and
regulatoryenvironment
Emerging risks
Additionally, several emerging risks have been identified that
could significantly impact the Company’s operations and
performance:
Causing disruption to supply chains and increasing operational
costs due to political instability and conflicts.
Geopolitical risk
The growing sophistication of cyber security attacks has
increased the risk of data breaches and operational disruption.
Cyber security
The wider impact of AI on the Company and its investments as
well as concerns surrounding data privacy and algorithmic biases.
Artificial intelligence (“AI”)
The Board, with the help of the Manager’s extensive research
resources and market intelligence, surveys the full risk
landscape of the Company in order to identify increasing and
emerging risks to which the Company may be exposed in the
future. The Board questions which parts of the Company’s
business may be vulnerable to disruption, including the business
models of its investee companies and third-party suppliers.
Throughout the year, comprehensive analyses are conducted
to evaluate the portfolio’s exposure to various risks. These
include geopolitical risks, which may arise from international
political developments; the effect of fluctuating interest rates
on individual investee companies; and the financial impact
of increases to employers’ national insurance contributions.
The findings from these analyses are reported to the Board,
enabling informed decision making regarding the best course
of action.
The Manager continuously assesses the impact of these
risks on the Company’s portfolio, ensuring that any potential
threats are identified and addressed promptly. This ongoing
assessment process allows the Company to remain agile and
responsive to emerging risks.
The Board and the Manager are confident that through
diligent monitoring and proactive mitigation strategies, the
Company is well equipped to manage and minimise the
impact of these risks, including the increases to employers’
national insurance. This approach underscores our
commitment to safeguarding the Company’s assets and
ensuring long-term stability and growth.
Quarterly Board reviews focus on emerging risks and
their implications, ensuring timely actions to address new
challenges. Dynamic risk registers are maintained and
updated regularly to reflect new risks, including detailed
descriptions and mitigation strategies. These approaches
ensure a comprehensive and proactive identification
of emerging risks, aligning with best practices in risk
management.
Further details of the Board’s Climate change considerations
are provided in the Climate change statement in the
Responsible Investment section on pages 44 to 46.
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Foresight Ventures VCT Plc
Annual Report and Accounts 31 March 2026
Strategic ReportIntroduction Governance Financial Statements
Risks
Risk Description Key controls and mitigation
Principal risks
Market risk
Macroeconomic changes, geopolitical developments, including the risk of war, or external shocks
affect the investment community in general and lead to a fall in the valuation of investee companies, a
drop in the Company’s share price or widening discount to Net Asset Value, resulting in capital losses
for Shareholders.
The Manager ensures the portfolio is diversified and the Board reviews it at least
quarterly. The Company also aims to maintain sufficient cash reserves to be able to
provide additional funding to investee companies where appropriate and to repurchase
its ownshares.
Internal control risk
The risk being that control environments at service providers, including the Manager, could have
inadequate procedures for the identification, evaluation and management of cyber security and
data protection, putting the Company’s assets and data at risk. In line with the new AIC guidance
on internal control reporting, the Company is committed to enhancing its internal control systems
to ensure compliance and mitigate these risks effectively. This includes continuous monitoring
and improvement of control processes to address any identified deficiencies and maintain robust
financial reporting standards.
The Board carries out semi-annual reviews of the system of internal and cyber controls,
both financial and non-financial, operated by the Manager and other service providers.
These reviews include controls designed to ensure that the Company’s assets are
safeguarded and that proper accounting records are maintained.
Strategic and
performancerisk
The Board fails to set appropriate strategic objectives and fails to monitor the Company’s
implementation of strategy, which leads to poor performance.
Unattractive objectives or prolonged poor performance lead to a lack of investor demand for the
Company’s shares, making it difficult to raise new capital, a lack of cash available to fund buybacks
and an inability to control a widening share price discount to NAV.
The investment strategy and underlying performance are monitored quarterly at
Boardmeetings.
The Board and the Manager aim to implement robust performance management
strategies to identify and address underperformance early. This includes setting clear
goals, providing regular feedback, and offering training and development opportunities.
Inaddition, the Board and the Manager aim to reduce reliance on a single source of
revenue by diversifying the portfolio. This can help stabilise income and make the
Company more resilient to market fluctuations. There is a major focus on improving
the Company’s financial health by managing costs effectively, optimising cash flow
andmaintaining a healthy balance sheet.
Furthermore, the Board aims to maintain transparent and frequent communication with
investors about the Company’s performance, strategies and future plans. This can help
build trust and confidence in the Company’s potential.
Increase Trending up Decrease No change
Principal risks, risk management andregulatoryenvironment
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Foresight Ventures VCT Plc
Annual Report and Accounts 31 March 2026
Strategic ReportIntroduction Governance Financial Statements
Risks
Risk Description Key controls and mitigation
Principal risks
Legislative and
regulatory risk
The Company fails to comply with applicable laws and regulations including VCT Rules, UK Listing
Rules, Stewardship Code, Companies Act, Bribery Act, Market Abuse Regulations, data protection
rules, Criminal Finances Act and relevant Taxes Acts, and as a result, loses its approval as a VCT.
Radical changes to VCT rules limit satisfactory investment returns and the ability to issue new
shares, leading to a reduction in the sale of investee companies. This leads to a cash flow issue
which restricts dividend payments or share buybacks and the Company’s ability to control a
widening share price discount to NAV.
The Manager is contracted to provide company secretarial, accounting and
administration services through qualified professionals and the Board receives regular
updates on compliance with relevant regulations.
The Company, the Manager and the VCT status adviser are, between them, members
of the Venture Capital Trust Association, EIS Association and the AIC and are regularly
consulted by HMRC and HM Treasury, or reply to consultations, before changes in
legislation take place, often enabling a middle ground to be agreed on legislative
changes.
The Board and the Manager review corporate governance and regulatory changes on a
continual basis and seek additional advice as and when required.
VCT qualifying
status risk
The Company fails to observe the conditions laid down in the Income Tax Act 2007 for the
maintenance of approved VCT status. The loss of such approval could lead to the Company
ceasing to be exempt from corporation tax on capital gains, to investors being liable to pay income
tax on dividends received from the Company and capital gains tax on the disposal of their shares,
and, in certain circumstances, to investors being required to repay the initial income tax relief on
their investment.
The Manager takes legal advice for each transaction to ensure all investments are
qualifying. Advance assurance, where appropriate, is sought from HMRC ahead of
completion. The Manager keeps the Company’s VCT qualifying status under continual
review, seeking to take appropriate action to maintain it where required, and its reports
are reviewed by the Board on a quarterly basis. The Board has also retained Philip Hare
& Associates LLP to undertake an independent VCT status monitoring role.
Investment valuation
andliquidity risk
Many of the Company’s investments are in small and medium-sized unquoted companies which
are VCT qualifying holdings, and which, by their nature, entail a higher level of risk, subjective
valuations and lower liquidity than investments in larger quoted companies. Unquoted companies
have no published market price for their shares. The value of the shares needs to be calculated
based on other information using estimates and judgements and is reliant on the accuracy and
completeness of information provided by investee companies. As the Manager’s remuneration is
based on the Company’s Net Asset Value, there is an inherent conflict of interest in valuations of the
portfolio by the Manager.
The Company may not be able to sell its investments in unquoted companies. Insufficient capital
realisations and the Company’s inability to raise new capital could prevent the Company from
meeting its financial objectives and restrict dividends and buybacks.
The Manager aims to limit the risk attaching to the portfolio as a whole by careful
selection, close monitoring and timely realisation of investments, by carrying out rigorous
due diligence procedures and maintaining a spread of holdings in terms of industry
sector. The Board reviews the investment portfolio and anticipated realisations with the
Manager on a quarterly basis.
Valuations are prepared in accordance with the IPEV Valuation Guidelines, as discussed
in more detail in note 1b to the accounts. Sensitivity analysis is disclosed in note 15. The
Board reviews portfolio valuations quarterly and the external auditor performs an annual
review, as noted in the Independent Auditor’s Report.
Principal risks, risk management andregulatoryenvironment
Increase Trending up Decrease No change
50
Foresight Ventures VCT Plc
Annual Report and Accounts 31 March 2026
Strategic ReportIntroduction Governance Financial Statements
Risks
Principal risks, risk management andregulatoryenvironment
Risk Description Key controls and mitigation
Emerging risks
Geopolitical risk
The risk that geopolitical activity has a negative impact on the Company by disrupting supply chains,
raising costs, etc.
The Company maintains a diversified portfolio across various sectors and geographies to
manage exposure to global political and economic instability. The Company focuses on
industries that demonstrate long-term resilience and conduct rigorous macroeconomic
analysis and scenario planning to anticipate potential disruptions, allowing us to adjust
our investment strategy proactively.
By prioritising companies with strong fundamentals, adaptable business models and
robust financial health, we enhance our portfolio’s ability to withstand economic
volatility. The Company engages with portfolio companies to ensure proactive risk
management, agile operational strategies, and contingency planning to mitigate the
impact of regulatory changes, trade disruptions and market fluctuations.
The Manager mitigates geopolitical risk through strategic diversification, continuous risk
monitoring and investment in resilient businesses. The Company minimises exposure by
prioritising companies with adaptable supply chains and strong governance, ensuring
regulatory compliance and robust contingency planning to safeguard long-term value
against geopolitical uncertainties.
Cyber security
The risk that Company information, including the personal data of investors, is lost or shared with
unauthorised parties as a result of a cyber-attack or that the Company’s information and technology
systems become vulnerable to damage or interruption, resulting in them becoming compromised
and/or inoperable.
The Manager carries out annual audits on key service providers to the Company,
either through a due diligence questionnaire or onsite visits, where matters such as
cyber security, internal controls and processes are assessed, and feedback and
recommendations shared with the service provider.
Furthermore, the Manager has implemented key controls such as strong access control
and conducts continuous monitoring to ensure disaster recovery and business continuity
measures are in place. The Manager also emphasises security awareness and training for
employees, assesses third-party cyber security practices, and performs regular security
assessments to identify and address potential vulnerabilities.
Artificial intelligence
(“AI”)
The risk that the rapid advancement and widespread deployment of AI could lead to a lack of
data privacy, data and algorithmic bias, loss of human influence, broader economic and political
instability or a financial crisis, all of which could have a potentially material effect on the Company.
To mitigate these risks, the Manager has implemented several key controls and strategies
including data governance practices, strict access control policies and continuous
monitoring to ensure the security of its use of AI. The Manager assesses the security
practices of third-party suppliers and includes AI-specific security requirements
in contracts where appropriate. Ongoing training and awareness campaigns keep
employees informed about AI-related security risks and best practices. These measures
ensure the use of AI is resilient against potential cyber security threats.
51
Foresight Ventures VCT Plc
Annual Report and Accounts 31 March 2026
Strategic ReportIntroduction Governance Financial Statements
In accordance with the AIC Corporate Governance Code
(2024), the Directors have assessed the prospects of the
Company over the three-year period to 31 March 2029.
Thisthree-year period is used by the Board during the
strategic planning process and is considered reasonable
forabusiness of its nature and size.
Principal risks and uncertainties
In making this statement, the Board carried out a robust
assessment of the principal risks facing the Company,
including those that might threaten its business model, future
performance, solvency or liquidity. The Board concentrated
its efforts on the major factors that affect the economic,
regulatory and political environment.
Business model and strategy
The Board also considered the ability of the Company to
raise finance and deploy capital. This assessment took
account of the availability and likely effectiveness of the
mitigating actions that could be taken to avoid or reduce
the impact of the underlying risks, including the Manager
adapting its investment process to take account of the more
restrictive VCT investment rules that currently apply.
Financial position and performance
The Directors have also considered the Company’s income
and expenditure projections and underlying assumptions
for the next three years and found these to be realistic
andsensible.
Stress testing and scenario analysis
Stress testing on the cash flow forecast has not been
performed, due to the discretionary nature of the main
inflows and outflows. If fewer funds are raised, and fewer
realisations achieved, then fewer investments and buybacks
can be made and reduced dividends can be paid. The
contracted ongoing costs of the Company are sufficiently
covered for the next three years and, in addition, the normal
ongoing expenses are subject to an annual expenses cap.
Based on the Company’s processes for monitoring cash flow,
share price discount, review of the investment objective and
policy, asset allocation, sector weightings and portfolio risk
profile, the Board has concluded that there is a reasonable
expectation that the Company will be able to continue in
operation and meet its liabilities as they fall due over the
three years to 31 March 2029.
This Strategic Report has been prepared in accordance with
the requirements of Section 414 of the Companies Act 2006
and best practice. Its purpose is to inform the members of
the Company and help them to assess how the Directors
have performed their duty to promote the success of the
Company, in accordance with s.172 of the Companies
Act2006.
Future strategy
The Board and the Manager believe that the strategy of
continuing to qualify as a VCT and focusing on growth
private equity investments is currently in the best interests
ofShareholders.
The Company’s performance relative to its peer group will
depend on the Manager’s ability to allocate the Company’s
assets effectively, make successful investments and manage
its liquidity appropriately.
Based on this comprehensive assessment, the Board has
a reasonable expectation that the Company will be able
to continue in operation and meet its liabilities as they fall
due over the next three years. The Board is confident in
the Company’s ability to navigate potential challenges and
capitalise on opportunities to achieve its strategic objectives.
The Board acknowledges that the assessment is subject
to inherent uncertainties and assumptions. Any significant
changes in the external environment or unforeseen events
could impact the Company’s viability. The Board will continue
to monitor these factors closely and take appropriate actions
to ensure the Company’s long-term success.
This Strategic Report has been approved for issue by
theBoard.
Atul Devani
Chair
17 July 2026
Viability Statement
52
Foresight Ventures VCT Plc
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Strategic ReportIntroduction Governance Financial Statements
What’s in this section
54 Board of Directors
56 Directors’ Report
62 Corporate Governance
68 Audit Committee Report
70 Management Engagement Committee Report
71 Directors’ Remuneration Report
76 Statement of Directors’ Responsibilities
Governance
53
Foresight Ventures VCT Plc
Annual Report and Accounts 31 March 2026
Strategic Report
Introduction
Governance
Financial Statements
Board of Directors
The Directors have significant relevant experience of VCTs, governance of listed companies,
the private equity industry and investing in small companies.
Atul Devani
Chair of the Board and Chair of the Nomination Committee
Appointed
12 December 2022
Experience
Atul has held a number of senior positions in software technology companies operating in various sectors
including finance, mobile, telecommunications, food and drink, health and pharmaceuticals. Previously, he
was the founder and CEO of AIM listed United Clearing Plc, which was sold in 2006 to BSG. Most recently,
Atul was appointed as a Civil Service Commissioner to the Cabinet in 2022. Atul was, until recently, the Chair
of Maven Income and Growth VCT 3 Plc.
Other positions
Atul is a director of Equity Plus Partners Limited, Menai Science Park Limited, Metropol Communications
Limited, VSN International Limited and iHybrid Limited.
Beneficial shareholding at the date of this report
11,775 shares
Audit Committee
Management Engagement Committee
Nomination Committee Remuneration Committee Chair
Stella Panu
Non-Executive Director and Chair of the Management Engagement
CommitteeandRemuneration Committee
Appointed
23 September 2025
Experience
Stella brings over 20 years of investment management and governance experience to her role as a
Non-Executive Director at Foresight Ventures VCT Plc. As a founding partner of Maven Capital Partners, she
led private equity and high-growth UK company investments across various technology sectors. She also
acted as investment manager for several VCT funds, taking responsibility for portfolio strategy, risk oversight
and shareholder engagement. With 15 years of board experience supporting SMEs and growth businesses,
Stella combines strategic insight with practical governance expertise. Her background in economics, law
and investment banking underpins a proven track record of driving growth, delivering value and supporting
successful investment outcomes. The Board has considered the significant commitments of Stella and is
satisfied that she has sufficient time to discharge her duties effectively as a Director of the Company.
Other positions
Stella is a director of Vianet Group Plc, Heron Consulting Group Limited, Digital Investor Intelligence Group
Ltd and Hub Capital Limited.
Beneficial shareholding at the date of this report
11,312 shares
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Foresight Ventures VCT Plc
Annual Report and Accounts 31 March 2026
Strategic ReportIntroduction Governance Financial Statements
Board of Directors
Andrew Mackintosh
Non-Executive Director and Chair of the Audit Committee
Appointed
15 November 2024
Experience
Andrew joined the Board following the merger with Thames Ventures VCT 2 Plc and has had a distinguished
career in industry and investment. He was CEO of FTSE 250 listed Oxford Instruments before later leading
the creation of the Royal Society Enterprise Fund, which was an early investor in OrganOx Ltd until it was
recently sold for $1.5 billion. He has been a board member of the Intellectual Property Office, a trustee of
the Design Council and chair of Oxford Quantum Circuits, a quantum computing company. From 2020 to
2025, he was chair of the UK Innovation and Science Seed Fund, a £100 million government-backed venture
capital fund supporting companies from the UK’s scientific research base. He was the author in 2021 of the
Mackintosh Report, commissioned by HM Treasury, which led to the creation of the new Government Office
for Technology Transfer. He is a Fellow of the Royal Academy of Engineering and of the Institute of Physics
and was awarded a CBE in the 2024 New Year Honours for services to Science and Technology, and to
Enterprise Development.
Other positions
Andrew is a director of ACF Investors, Thames Ventures VCT 2 Plc (in liquidation) and an adviser to the
Government Office of Technology Transfer.
Beneficial shareholding at the date of this report
No shares held
Chris Allner
Non-Executive Director
Appointed
8 February 2021
Experience
Chris has over 35 years’ venture capital and private equity experience and is currently a partner of Downing
LLP and chairs its investment committee. Prior to joining Downing, he was the Head of Private Equity at
Octopus Investments as well as a director at Beringea and Bridgepoint, with previous experience at 3i and
Charterhouse. He sits on the board of Pembroke VCT Plc and has previously sat on the boards of a number
of unquoted and quoted companies across a variety of commercial sectors.
Other positions
Chris is a director of Thames Ventures VCT 2 Plc (in liquidation), Downing Group LLP, Downing LLP and
Pembroke VCT Plc. Chris is alsoan adviser to the investment committee of Nesta Impact Investments LP.
Beneficial shareholding at the date of this report
11,230 shares
Audit Committee
Management Engagement Committee
Nomination Committee Remuneration Committee Chair
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Foresight Ventures VCT Plc
Annual Report and Accounts 31 March 2026
Strategic ReportIntroduction Governance Financial Statements
Activities and status
The principal activity of the Company during the year was
the making of investments predominantly in unquoted
companies in the UK. The Company is not an investment
company within the meaning of Section 833 of the Companies
Act 2006. It has satisfied the requirements as a VCT under
Sections 274-280A of the Income Tax Act 2007. Confirmation
of the Company’s qualification as a VCT has been received
up to 31March2025 and the Directors have managed, and
intend to continue to manage, the Company’s affairs in such
amanner as to comply with these regulations.
Results and dividends
The total loss attributable to Shareholders for the year
ended 31 March 2026 amounted to £1,238,000 (2025: loss
of £12,711,000). The Board paid a final dividend in relation
to the financial year ended 31 March 2025 of 1.8p per share
on 17 October 2025. Interim and special dividends were
paid on 27 March 2026 of 1.8p per share and 0.6p per
sharerespectively.
Net Asset Value Total Return
The Company’s principal indicator of performance, NAV
Total Return per share, as at 31 March 2026 was 89.2p,
representing a decrease in NAV Total Return of 1.0% in the
year (94.7p as at 31 March 2025, representing a decrease
inNAV Total Return of 12.4% in the prior year).
Political contributions
During the fiscal year, the Company did not make any political
contributions. The Board remains committed to maintaining
transparency and adhering to all relevant regulations
regarding political donations and contributions.
Engagement with suppliers, customers and others
In accordance with the Companies Act 2006, the Directors
have actively engaged with suppliers, customers and other
stakeholders throughout the year. This engagement is crucial
for fostering strong business relationships, ensuring the
quality of our supply chain, and understanding the needs
and expectations of our customers. Regular feedback
mechanisms, meetings and collaborative initiatives have been
implemented to enhance these interactions and support the
Company’s long-term success.
Share capital
The Company has one class of shares: Ordinary Shares of
1p each (“Ordinary Shares”). The total number of Ordinary
Shares in issue at 31 March 2026 was 104,505,042.
During the year 5,150,720 shares were issued at prices
ranging from 87.2p to 96.5p per share pursuant to the offers
for subscription dated 11 October 2024 and 14 October
2025. The aggregate consideration for the shares was
£4,773,000 which included share issue costs of £132,000.
Under the terms of the Company’s dividend reinvestment
scheme, the Company allotted 231,641 Ordinary Shares at
87.2p per share to subscribing Shareholders on 17 October
2025 and 301,023 Ordinary Shares at 88.4p per share to
subscribing Shareholders on 27 March 2026.
Share buybacks
During the year, the Company repurchased 6,574,325
Ordinary Shares for an aggregate consideration of
£5.7million, being an average price of 86.69p per share
andwhich had an aggregate nominal value of £65,743.
Theseshares were subsequently cancelled. These shares
were repurchased in accordance with the Company’s
buyback policy in order to provide liquidity to Shareholders.
Principal risks, risk management andregulatory
environment
A summary of the principal risks faced by the Company is set
out in the Strategic Report on pages 47 to 51.
Financial instruments
Details of all financial instruments used by the Company
during the year are given in note 15 to the accounts.
Policy of paying creditors
The Company does not subscribe to a particular code but
follows a policy whereby suppliers are paid by the due date
and investment purchases are settled in accordance with the
stated terms. At the year end, trade creditors represented an
average credit period of six days (2025: one day).
Directors’ Report
The Directors present their report and the financial statements of the Company for the year ended 31 March 2026.
56
Foresight Ventures VCT Plc
Annual Report and Accounts 31 March 2026
Strategic ReportIntroduction Governance Financial Statements
Management
The Company has appointed Foresight Group LLP (the
“Manager”) to provide investment management, accounting
and administration services.
Annually, the Board reviews the appropriateness of the
Manager’s appointment. In carrying out its review, the Board
considers the investment performance of the Company
and the ability of the Manager to produce satisfactory
investment performance. It also considers the length of the
notice period of the investment management contract and
fees payable to the Manager, together with the standard of
other services provided, which include company secretarial
services. It is the Board’s opinion that the continuing
appointment of the Manager on the terms agreed is in the
interests of Shareholders as a whole. As part of the merger
with Thames Ventures VCT 2 Plc, the Company entered into
a new management agreement with Foresight Group LLP. The
principal terms of the management agreement are set out in
note 3 to the accounts.
The annual expenses cap is 2.6% of net assets, which is at the
lower range of any VCT with total assets over £50 million.
No Director has an interest in any contract to which the
Company is a party other than their own appointment.
Foresight Group LLP was appointed as Manager on 4July2022
and earned fees of £1.6 million in the year to 31 March 2026
(2025: £1.8 million). These fees related to the ongoing active
management of the portfolio, including identification of suitable
new investment opportunities and exit routes. Foresight
Group LLP received £168,000 excluding VAT (2025: £161,000)
during the year in respect of secretarial, administrative,
accounting and custodian services to the Company. These
fees cover theadministrative management of operating
the VCTs, including producing management and quarterly
accounts, monitoring VCT test compliance, managing the
statutory booksand making Companies House filings.
No performance incentive fee has been recognised during
the year to 31 March 2026 (2025: £nil). Foresight Group LLP
also received arrangement fees of £233,000 (2025: £77,000)
and Directors’ fees of £63,000 (2025: £232,000) from investee
companies.
£’000
Management fee 1,572
Secretarial fee 168
Arrangement fees 233
Directors’ fees 63
2,036
All amounts are stated, where applicable, net of VAT.
Foresight Promoter LLP, a related party to the Manager,
earned fees of £77,000 (2025: £5,000) in respect of costs
incurred related to share allotments in the year.
Performance-related incentives
The Manager is entitled to a payment the lesser of: (i) 20% of
the Distributions per Share paid from available distributable
profits of the Company attributable to the relevant
Performance Period; or (ii) 20% of the Excess Annual Return
per Ordinary Share, in each case, multiplied by the weighted
average number of Ordinary Shares in issue during the
relevant Performance Period.
The performance incentive fee would be payable to Foresight
Group LLP subject to the hurdle being satisfied at the end of
the relevant Performance Period. The hurdle being the greater
of (i) a Total Return of 110p per Ordinary Share, as increased
in line with the average Bank of England Bank Rate over the
relevant Performance Period; and (ii) the highest previously
recorded Total Return per share.
The performance incentive fee may be satisfied by either a
cash payment or the issue of shares (or by a combination
of both) ultimately at the Board’s discretion and, as such,
qualifies as a share-based payment.
Any new shares to be issued to the Manager would be
calculated by dividing the performance fee cash equivalent
amount by the latest Net Asset Value per share after adding
the cumulative dividends to be paid. The Company has not
accrued an expense in relation to the performance incentive
fee (2025: £nil).
Venture Capital Trust status
Foresight Ventures VCT Plc has been granted approval as a
Venture Capital Trust (“VCT”) under Sections 274-280A of the
Income Tax Act 2007 for the year ended 31 March 2025.
The next complete review will be carried out for the year
ended 31 March 2026. It is intended that the business of the
Company be carried on so as to maintain its VCT status.
The Board and the Manager have managed, and continue to
manage, the business in order to comply with the legislation
applicable to VCTs. The Board has appointed Philip Hare &
Associates LLP to monitor and provide continuing advice in
respect of the Company’s compliance with applicable VCT
legislation and regulation. Reviews of prospective investments
are carried out by advisers assisting on the relevant
investment transaction. As at 31 March 2026, the Company
had 85.81% (by VCT value) of its applicable funds in such VCT
qualifying holdings.
Directors’ Report
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Foresight Ventures VCT Plc
Annual Report and Accounts 31 March 2026
Strategic ReportIntroduction Governance Financial Statements
Directors’ Report
VCT tax benefit for Shareholders
To obtain VCT tax reliefs on subscriptions up to £200,000
per annum, a VCT investor must be a “qualifying” individual
over the age of 18 with UK taxable income. The tax reliefs for
subscriptions since 6 April 2006 are:
ș Income tax relief of up to 30% on subscription by
qualifying investors for new shares
ș VCT dividends (including capital distributions of realised
gains on investments) are not subject to income tax in the
hands of qualifying investors
ș Capital gains on disposal of VCT shares by qualifying
investors are tax-free, whenever the disposal occurs
The upfront income tax relief will be forfeited by Shareholders
if the shares are not held for five years or the Company loses
its approval as a VCT in that period.
The other tax reliefs will similarly be lost if the Company
loses its approval as a VCT.
In the November 2025 Budget, the upfront income tax relief
on VCT share subscriptions was reduced from 30% to 20%
from 6 April 2026.
Substantial shareholdings
So far as the Board is aware, there were no individual
shareholdings representing 3% or more of the Company’s
issued share capital at the date of this report.
Likely future developments
Please refer to the Manager’s Review on page 11 for more
details on likely future developments.
Alternative Investment Fund Managers Directive
(“AIFMD”)
The AIFMD came into force on 22 July 2013 and sets out
the rules for the authorisation and ongoing regulation of
Alternative Investment Fund Managers (“AIFMs”) that manage
authorised Alternative Investment Funds (“AIFs”) in the EU.
The Company qualifies as a small authorised AIF and
so is required to comply, although additional costs and
administration requirements are not material. This has not
affected the current arrangements with the Manager, who
continues to report to the Board and manage the Company’s
investments on a discretionary basis.
Valuation policy
Investments held by the Company have been valued in
accordance with the International Private Equity and Venture
Capital (“IPEV”) Valuation Guidelines (December 2022 and
further Covid-19 guidance for March 2020) developed by the
British Venture Capital Association and other organisations.
Through these guidelines, investments are valued as defined
at “fair value”. Where the investment being valued was made
recently, its cost would normally provide a good starting
point for estimating fair value.
At each measurement date, fair value is estimated using
appropriate valuation techniques. Investments quoted or
traded on a market are valued at bid price. The portfolio
valuations are prepared by the Manager, reviewed and
approved by the Board quarterly and are subject to annual
review by the external auditor.
Statutory Instrument 2008/410 Schedule 7 Part 6
The following disclosures are made in accordance with
Statutory Instrument 2008/410 Schedule 7 Part 6:
Capital structure
The Company’s issued share capital as at 17 July 2026 was
107,517,576 Ordinary Shares of 1p each. Further information
on the share capital of the Company is detailed innote 11 to
the accounts.
Voting rights in the Company’s shares
Details of the voting rights in the Company’s shares at the
date of this report are given in note g in the Notice of Annual
General Meeting on page 109.
Notifiable interests in the Company’s voting rights
At the date of this report, no notifiable interests had been
declared in the Company’s voting rights.
Auditor
Pursuant to Section 487(2) of the Companies Act 2006,
the Board has decided to propose the re-appointment of
BDO LLP as auditor and a resolution concerning this will be
proposed at the Annual General Meeting.
Audit information
Pursuant to Section 418(2) of the Companies Act 2006,
each of the Directors confirms that (a) so far as they are
aware, there is no relevant audit information of which the
Company’s auditor is unaware; and (b) they have taken all
steps they ought to have taken to make themselves aware
of any relevant audit information and to establish that the
Company’s auditor is aware of such information.
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Directors’ Report
Companies Act 2006 disclosures
In accordance with Schedule 7 of the Large and Medium-sized
Companies and Groups (Accounts and Reports) Regulations
2008, as amended, the Directors disclose the following
information:
ș The Company’s capital structure and voting rights are
summarised above, and there are no restrictions on voting
rights nor any agreement between holders of securities
that result in restrictions on the transfer of securities or
onvoting rights
ș There exist no securities carrying special rights with regard
to the control of the Company
ș The rules concerning the appointment and replacement of
Directors, amendment of the Articles of Association and
powers to issue or buy back the Company’s shares are
contained in the Articles of Association of the Company
and the Companies Act 2006
ș The Company does not have any employee share scheme
ș There exist no agreements to which the Company is party
that may affect its control following a takeover bid
ș There exist no agreements between the Company and
its Directors providing for compensation for loss of
officethatmay occur following a takeover bid or for
anyother reason
Conflicts of interest
The Directors have declared any conflicts or potential
conflicts of interest to the Board which has the authority to
approve such conflicts. The Company Secretary maintains the
Register of Directors’ Conflicts of Interest, which is reviewed
quarterly by the Board and when changes are notified. The
Directors advise the Company Secretary and Board as soon
as they become aware of any conflicts of interest. Directors
who have conflicts of interest do not take part in discussions
concerning their own conflicts.
Whistleblowing
The Board has been informed that the Manager has
arrangements in place in accordance with the UK Corporate
Governance Code’s recommendations by which staff may,
in confidence, raise concerns within their organisation about
possible improprieties in matters of financial reporting or
other matters.
On the basis of that information, adequate arrangements are
in place for the proportionate and independent investigation
of such matters and, where necessary, for appropriate
follow-up action to be taken.
Going concern
The Company’s business activities, together with the factors
likely to affect its future development, performance and
position, are set out in the Strategic Report. The financial
position of the Company, its cash flows, liquidity position and
borrowing facilities are referred to in the Chair’s Statement,
Strategic Report and Notes to the Accounts. In addition,
the Annual Report and Accounts include: the Company’s
objectives, policies and processes for managing its capital;
itsfinancial risk management objectives; details of its financial
instruments and hedging activities; and its exposures to credit
risk and liquidity risk.
The Company has adequate financial resources, together
with investments and income generated therefrom, across
a variety of industries and sectors. As a consequence, the
Board believes that the Company is able to manage its
business risks.
Three-year cash flow projections to 31 March 2029 have
been reviewed and show that the Company has sufficient
funds to meet both its contracted expenditure and its
discretionary cash outflows in the form of share buybacks
and dividends. The Company has no external loan finance
inplace and therefore is not exposed to any gearing
covenants, although its underlying investments may have
external loan finance.
The Directors have considered the impact of the difficult
economic outlook, inflationary pressures, energy costs and
ongoing geopolitical tensions during their assessment of going
concern and have reasonable expectation that the Company
has adequate resources to continue in operational existence
for the foreseeable future, being at least 12 months from the
date of approval of these financial statements. Thus, they
continue to adopt the going concern basis of accounting in
preparing the annual accounts.
Post-balance sheet events are disclosed in note 20.
Directors’ remuneration
Directors’ fees can only be paid in accordance with
a remuneration policy which has been approved by
Shareholders. See pages 71 to 75 for further information.
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Directors’ Report
Directors’ indemnification and insurance
To the extent permitted by law, the Directors have the
benefit of indemnities under the Articles of Association of
the Company against liabilities they may incur acting in their
capacity as Directors of the Company.
An insurance policy is maintained by the Company which
indemnifies the Directors of the Company against certain
liabilities that may arise in the conduct of their duties. There
is no cover against fraudulent or dishonest actions. These
indemnities were made during the year and remain in force
atthe date of this report.
Annual General Meeting
A formal notice convening the Annual General Meeting on
21September 2026 can be found on pages 107 to 110.
Resolutions 1 to 10 will be proposed as ordinary resolutions,
meaning that for each resolution to be passed more than
50% of the votes cast at the meeting must be in favour of the
resolution. Resolutions 11 and 12 will be proposed as special
resolutions, meaning that for each resolution to be passed at
least 75% of the votes cast at the meeting must be in favour
of the resolution. Resolutions 10 to 12 renew share issue and
buyback authorities granted at previous general meetings of
the Company and, together with Resolution 9, areexplained
in further detail below. The Directors believe that the
proposed resolutions are in the interests of Shareholders
andaccordingly recommend Shareholders to vote in favour
of each resolution.
Resolution 9
The Directors recommend to Shareholders the payment
of a final dividend in respect of the financial year ended
31March2026 of 1.8p per Ordinary Share of 1p each in the
capital of the Company, for payment on 30 October 2026
toShareholders on the register on 16 October 2026.
Resolution 10
Resolution 10 will authorise the Directors to allot relevant
securities generally, in accordance with Section 551 of
the Companies Act 2006, up to an aggregate nominal
amount of £390,000 (representing 36.3% of the issued
share capital of the Company as at the date of this Annual
Report). This authority will be used for the purposes
listed under the authority requested under Resolution 12.
This includes authority to issue shares pursuant to the
dividend reinvestment scheme operated by the Company,
performance incentive fee arrangements with Foresight
Group LLP and relevant individuals of the Foresight Group LLP
investment team and further top-up offers for subscription to
raise new funds for the Company if the Board believes this
to be in the best interests of the Company. All new offers are
intended to be at an offer price linked to NAV.
The authority conferred by Resolution 10 is in substitution for
all existing authorities and will expire (unless renewed, varied
or revoked by the Company in a general meeting) on the fifth
anniversary of the passing of this resolution.
Resolution 11
Resolution 11 will sanction, in a limited manner, the
disapplication of pre-emption rights in respect of the
allotment of equity securities (i) with an aggregate nominal
value of up to £300,000 by way of issues of Ordinary Shares
pursuant to offer(s) for subscription, (ii) with an aggregate
nominal value of up to 20% of the issued share capital of the
Company by way of an issue of Ordinary Shares pursuant
to the performance incentive arrangements with Foresight
Group LLP and (iii) the allotment of equity securities with an
aggregate nominal value of an amount up to or equal to 10%
of the issued Ordinary Share capital of the Company from
time to time. The authority conferred by Resolution 11 is in
substitution for all existing authorities and will expire (unless
renewed, varied or revoked by the Company in a general
meeting) at the conclusion of the Annual General Meeting to
be held in 2027 or, if earlier, on the date falling 15 months
after the passing of the resolution, save that the Company
shall be entitled to make offers or agreements before the
expiry of such authority which would or might require equity
securities to be allotted after such expiry and Directors shall
be entitled to allot equity securities pursuant to any such
offers or agreements as if the authority conferred hereby
hadnot expired.
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Resolution 12
It is proposed by Resolution 12 that the Company be
authorised to make market purchases of the Company’s own
shares. Under this authority, the Directors may purchase up
to 16,116,885 shares (representing approximately 14.99%
of the Company’s shares in issue at the date of this Annual
Report) or, if lower, such number of shares (rounded down to
the nearest whole share) as shall equal 14.99% of the issued
share capital at the date the resolution is passed. When
buying shares, the Company cannot pay a price per share
which is more than 105% of the average of the middle market
quotation for a share taken from the London Stock Exchange
daily official list on the five business days immediately
before the day on which shares are purchased or, if greater,
the amount stipulated by Article 5(6) of the Market Abuse
Regulation (EU) 596/2014 (as such Regulation forms part of
UK law and as amended).
The authority conferred by Resolution 12 is in substitution for
all existing authorities and will expire (unless renewed, varied
or revoked by the Company in a general meeting) at the
conclusion of the Annual General Meeting to be held in 2027
or, if earlier, on the date falling 15 months after the passing
of the resolution, save that the Company may purchase its
shares after such date in pursuance of a contract or contracts
made prior to the expiration of this authority.
Front-end VCT income tax relief is only obtainable by an
investor who makes an investment in new shares issued by
the Company. This means that investors may be willing to pay
more for new shares issued by the Company than they would
pay to buy shares from an existing Shareholder. Therefore, in
the interest of Shareholders who may wish to sell shares from
time to time, the Company proposes to renew the authority
to buy-in shares, as it enables the Board to provide a degree
of liquidity in the Company’s shares.
Whilst, generally, the Company does not expect that
Shareholders will want to sell their shares within five years
of subscribing for them because this would lead to a loss
of tax relief, the Directors anticipate that from time to time
a Shareholder may need to sell shares within this period. In
making purchases, the Company will deal only with member
firms of the London Stock Exchange and at a discount to the
then prevailing Net Asset Value per share of the Company’s
shares to ensure that existing Shareholders’ interests are
protected.
This report has been approved for issue by the Board.
Foresight Group LLP
Company Secretary
17 July 2026
Directors’ Report
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“ The Board considers that
the AIC Code provides
Shareholders with relevant
governance reporting and is
pleased to report compliance
throughout the year ended
31March 2026.”
Atul Devani
Chair
The AIC Code addresses the Principles and Provisions set
out in the UK Corporate Governance Code (the “AIC Code”)
issued by the Financial Reporting Council, as well as setting
out additional Provisions on issues that are of specific
relevance to the Company.
The Board considers that reporting against the Principles
and Provisions of the AIC Code, which has been endorsed
by the Financial Reporting Council, provides more relevant
information to Shareholders.
The Company has complied with the Principles and Provisions
of the AIC Code for the year ended 31 March 2026.
The Board
The Board comprises four Directors, all of whom are
non-executive. The Board has assessed the independence
of each of the Directors, all of whom are considered to be
independent, with the exception of Chris Allner due to his
position as a partner in Downing LLP. The Board has carefully
considered Chris’s role on the Board and believes that his
knowledge of the portfolio and its history serves in the best
interests of the Company and its members and is therefore
unanimously in support of his re-election as a Director of the
Company.
The Board actively encourages Directors to hold shares in the
Company, ensuring that their personal interests are aligned
with the interests of Shareholders. The Board does not feel
that such holdings call into question Directors’ independence.
The Chair has served on the Board for less than nine years
from the date of his appointment in December 2022. The
Board therefore considers the Chair independent in character
and judgement and his re-election is sought every year.
The Nomination Committee meets annually to discuss the
appropriateness of the Board appointments and considers
there to be no circumstances which are likely to impair the
Chair’s independence.
In compliance with the AIC Code, and the UK Listing Rule
6.6.6(5), (6), the Board remains committed to maintaining high
standards of governance and transparency. This includes
ensuring that all reviews and assessments are conducted
withthe utmost diligence and integrity.
The Directors have significant relevant experience of similar
investment funds to VCTs, regulatory organisations, corporate
governance of listed companies, the private equity sector and
investing in small companies.
Disclosure of conflicts of interest
In accordance with the AIC Code, the Board has established
procedures to manage conflicts of interest. Directors are
required to disclose any potential conflicts at the outset of
each Board meeting and as they arise. The Board maintains
a register of interests and ensures that any conflicts are
managed in a manner that upholds the integrity and
independence of the Board’s decision-making processes.
Thisapproach ensures that the influence of third parties
doesnot compromise or override independent judgement.
Diversity and Inclusion Statement
In compliance with DTR 7.2.8A, the Board remains committed
to fostering diversity and inclusion. The Board believes
that a diverse board brings a range of perspectives and
experiences, which are vital for effective governance and
informed decision-making.
The Board believes that diversity of experience and
approach, including gender diversity, amongst Board
members is important. In April 2022, the Listing Rules
introduced a requirement for listed companies to target at
least 40% female Board representation and at least one
member of the Board from an ethnic minority background by
December 2024. The Board currently comprises three male
Directors and one female Director, including one Director
from an ethnic minority background.
Corporate Governance
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Diversity and Inclusion Statement
Due to the relatively small size of the Board, the Company has not met the 40% target, however; it is pleased to have female representation through Stella Panu. The Company will continue to give
careful consideration to the issues of Board balance and diversity when making new appointments at the appropriate time.
Accordingly, in line with UKLR 6 Annex 1, the tables below set out the gender and ethnic background of the Directors as at 31 March 2026.
Gender
Number of
Board members
Percentage of
the Board
Number of
senior positions
on the Board
(CEO, CFO,
SID and Chair)
1
Women 1 25% —
Men 3 75% 1
Ethnic background
Number of
Board members
Percentage of
the Board
Number of
senior positions
on the Board
(CEO, CFO,
SID and Chair)
1
White British or other White (including minority-white groups) 3 75% —
Mixed/multiple ethnic groups — — —
Asian/Asian British 1 25% 1
Black/African/Caribbean/Black British — — —
Other ethnic group, including Arab — — —
1. The Company is externally managed and does not have executive management functions; specifically, it does not have a CEO or CFO.
Relationship with the Manager
The Board maintains a close and constructive relationship with the Manager, which is essential for the effective operation of the Company. Regular meetings are held to discuss the Company’s
performance, strategic direction and any issues that may arise. The Manager provides comprehensive reports on portfolio performance, market conditions and investment opportunities, enabling
the Board to make informed decisions. This collaborative relationship ensures that the Company’s long-term objectives are aligned with the interests of Shareholders.
Corporate Governance
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Board effectiveness and evaluation
The Board conducts a formal annual evaluation of
its performance and that of its committees through
the Nomination Committee, in line with the AIC Code
recommendations. This process begins with a questionnaire
completed by the Chair and individual Directors. The Chair
reviews the results with the Board and its committees and
takes appropriate action to address any issues identified.
The Board is dedicated to maintaining high standards of
effectiveness, regularly evaluating its performance and
implementing best practices to ensure robust governance and
strategic oversight.
The Chair was evaluated separately by the other Directors.
The Board concluded that all Directors continue to contribute
effectively and possess the necessary skills and experience.
The Chair leads the Board in formulating its strategic direction
and achieving its objectives. The Chair is responsible for
organising the Board’s activities, ensuring its effectiveness
and setting its agenda. Additionally, the Chair facilitates
the effective contribution of the Directors, ensures they
receive accurate, timely and clear information, and promotes
effective communication with Shareholders.
The Management Engagement Committee was established
during the year and, after the year end, carried out an
evaluation of the Manager, with feedback provided to
Foresight. The Committee also reviewed the oversight
andperformance of other third-party providers and provided
recommendations to the Board regarding their continued
appointment.
Board leadership
The leadership of the Board is instrumental in guiding the
Company towards achieving its strategic objectives. The
Chair, along with the Directors, provides strong and effective
leadership, fostering a culture of accountability, transparency
and ethical conduct. The Board’s leadership ensures that
the Company adheres to its core objectives and principles,
while also driving innovation and consistent growth.
Through proactive engagement with stakeholders, the Board
demonstrates its commitment to delivering long-term value
for Shareholders and other stakeholders.
Culture
To ensure that the culture of the Manager aligns with the
Company’s purpose, values and strategy, the Board has
implemented several oversight mechanisms:
i. Regular communication and reporting: Ensuring consistent
and structured communication channels between the
Board and the Manager. This includes regular reports and
updates on how the Manager’s activities and culture align
with the Company’s strategic objectives and values.
ii. Performance reviews and evaluations: Periodic
performance reviews and evaluations of the Manager
are conducted. These reviews assess not only financial
performance but also cultural alignment and adherence to
the Company’s strategic goals.
iii. Training and development programmes: The Manager
engages in training and development initiatives to foster
the desired culture and ensure consistency across both
organisations.
iv. Stakeholder feedback: Feedback is obtained from key
stakeholders to gauge the cultural alignment of the
Manager. This feedback can provide valuable insights into
areas of strength and opportunities for improvement.
Director tenure
In alignment with Principle J of the AIC Code 2024, the
Board has established guidelines regarding the tenure of its
Directors. It is generally expected that Directors will not serve
on the Board for more than nine years. This policy is designed
to ensure the Board remains dynamic and refreshed with new
perspectives, while maintaining a balance of experience and
continuity.
However, the Board recognises that there may be exceptional
circumstances where it is in the best interests of the
Company for a Director to serve beyond this period. Such
circumstances will be considered on a case-by-case basis,
taking into account the Director’s contribution, performance
and the needs of the Company at that time.
Division of responsibilities
The Board is responsible to Shareholders for the proper
management of the Company and meets at least quarterly
and on an ad hoc basis as required. It has formally adopted
a schedule of matters that are required to be brought to it
for decision, thus ensuring that it maintains full and effective
control over appropriate strategic, financial, operational and
compliance issues.
Corporate Governance
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Corporate Governance
Division of responsibilities
A management agreement between the Company and the Manager sets out the matters over
which the Manager has authority, including monitoring and managing the existing investment
portfolio and the limits above which Board approval must be sought. All other matters are
reserved for the approval of the Board of Directors. The Manager, in the absence of explicit
instruction from the Board, is empowered to exercise discretion in the use of the Company’s
voting rights.
Individual Directors may, at the expense of the Company, seek independent professional advice
on any matter that concerns them in the furtherance of their duties.
The Board has access to the Manager’s company secretarial team who act on behalf of
the Manager as Company Secretary to the Company and who also attend Board meetings.
The Company Secretary plays a crucial role in ensuring effective governance by providing
comprehensive support to the Board and its committees, facilitating clear communication,
andensuring compliance with statutory and regulatory requirements.
Representatives of the Manager attend all formal Board meetings although the Directors may
on occasion meet without representatives of the Manager being present. Informal meetings with
the Manager are also held between Board meetings as required. Attendance by Directors at
Board and committee meetings is detailed in the table below. The Company Secretary provides
full information on the Company’s assets, liabilities and other relevant information to the Board
in advance of each Board meeting.
In addition to the meetings below, eight further meetings were held in relation to the publication
of corporate documents, fundraising, share issues, investments and Company strategy.
Board Audit
Management
Engagement Nomination Remuneration
Atul Devani 4/4 2/2 2/2 1/1 1/1
Chris Allner 4/4 2/2 2/2 1/1 1/1
Andrew Mackintosh 4/4 2/2 2/2 1/1 1/1
Stella Panu
1
2/4 1/2 2/2 1/1 1/1
1. Appointed on 23 September 2025.
In light of the responsibilities retained by the Board and its committees and of the
responsibilities delegated to the Manager and its key service providers, the Company has
not appointed a Chief Executive Officer or a Senior Independent Non-Executive Director.
Accordingly, the provisions of the AIC Code relating to the division of responsibilities between
the Chair and a Chief Executive Officer are not applicable to the Company.
Board committees
The Board has adopted formal terms of reference, which are available to view on the website
(www.foresight.group/products/foresight-ventures-vct-plc), for four standing committees which
make recommendations to the Board in specific areas.
The Audit Committee comprises Andrew Mackintosh (Chair), Chris Allner, Stella Panu and Atul
Devani, all of whom are considered to have sufficient recent and relevant financial experience
to discharge the role, and meets at least twice a year to consider, amongst other things,
thefollowing:
ș Review the valuation of unquoted investments
ș Monitor the integrity of the Annual and Half-Yearly Reports of the Company and recommend
the accounts to the Board for approval
ș Review the Company’s internal control and risk management systems
ș Make recommendations to the Board in relation to the appointment of the external auditor
ș Review and monitor the external auditor’s independence
ș Implement and review the Company’s policy on the engagement of the external auditor to
supply non-audit services
In the prior year, the Shareholders re-appointed BDO LLP as the Company’s auditor as
proposed by the Board.
The Audit Committee has performed an assessment of the audit process and the Auditor’s
Report in the Audit Committee Report. The Directors have decided to recommend the
re-appointment of BDO LLP as auditor and a resolution concerning this will be proposed at
theAnnual General Meeting.
The Management Engagement Committee comprises Stella Panu (Chair), Andrew Mackintosh,
Chris Allner and Atul Devani and meets at least annually to review the appointment of the
Manager and other third-party service providers. The Board has decided that the entire Board
of Directors should fulfil the role of the Management Engagement Committee due to its size.
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Corporate Governance
Board committees
The Nomination Committee comprises Atul Devani (Chair),
Chris Allner, Stella Panu and Andrew Mackintosh and meets
at least annually to consider the composition and balance of
skills, knowledge and experience of the Board and to make
nominations to the Board in the event of a vacancy. The
Board has decided that the entire Board of Directors should
fulfil the role of the Nomination Committee due to its size.
The Board believes that, as a whole, it has an appropriate
balance of skills, experience and knowledge. The Board also
believes that diversity of experience and approach, including
gender diversity and ethnic minority representation, amongst
Board members is important and it is the Company’s policy
to give careful consideration to issues of Board balance,
diversity and culture when making new appointments. The
Board currently comprises three male Directors, with one
Director from an ethnic minority background and one female
Director. Whilst there is no formal diversity policy in place,
the Board is conscious of the need for diversity and will
consider both male and female candidates from all ethnic
backgrounds when making new appointments. The Board
also recognises the importance of fostering a positive and
inclusive culture that aligns with the Company’s values and
strategic objectives. The Nomination Committee makes
recommendations to the Board on the Company’s succession
plans and also considers the resolutions for the annual
re-election of Directors.
The Remuneration Committee comprises Stella Panu (Chair),
Andrew Mackintosh, Chris Allner and Atul Devani and meets
at least annually to consider the levels of remuneration of
the Directors. More details can be found in the Directors’
Remuneration Report. The Board has decided that the entire
Board of Directors should fulfil the role of the Remuneration
Committee due to its size.
Internal controls
The Directors have overall responsibility for the Company’s
system of internal control, which includes service providers,
and for reviewing its effectiveness.
The internal controls system is designed to manage, rather
than eliminate, the risks of failure to achieve the Company’s
business objectives. The system is designed to meet the
particular needs of the Company and the risks to which it is
exposed and by its nature can provide reasonable, but not
absolute, assurance against misstatement or loss.
The Manager has an established system of financial control,
including internal financial controls, to ensure that proper
accounting records are maintained and that financial
information for use within the business and for reporting to
Shareholders is accurate and reliable and that the Company’s
assets are safeguarded.
Foresight Group LLP was appointed as Company Secretary
in 2023 with responsibilities relating to the administration of
the non-financial systems of internal control. All Directors
have access to the advice and services of the officers of the
Company Secretary, who is responsible to the Board for
ensuring that Board procedures and applicable rules and
regulations are complied with. Pursuant to the terms of its
appointment, the Manager invests the Company’s assets
and has physical custody of documents of title relating to its
unquoted equity investments.
There is a continuous process for identifying, evaluating and
managing the significant risks faced by the Company, that
has been in place for the year under review and up to the
date of approval of the Annual Report and Accounts, and this
process is regularly reviewed by the Board and accords with
the guidance.
The process is based principally on the Manager’s existing
risk-based approach to internal control whereby a risk
register is created that identifies the key functions carried out
by the Manager and other service providers, the individual
activities undertaken within those functions, the risks
associated with each activity and the controls employed to
counter those risks. A residual risk rating is then applied.
The Board is provided with reports highlighting all changes
to the risk ratings and confirming the action that has been,
or is being, taken. This process covers consideration of the
key business, operational, compliance and financial risks
facing the Company and includes consideration of the risks
associated with the Company’s arrangements with the
Manager and other service providers. The Audit Committee
has carried out a review of the effectiveness of the system of
internal control, together with a review of the operational and
compliance controls and risk management, as it operated
during the year, and reported its conclusions to the Board
(which was satisfied with the outcome of the review).
Such review procedures have been in place throughout
the full financial year and up to the date of approval of the
accounts, and the Board is satisfied with their effectiveness.
These procedures are designed to manage, rather than
eliminate, risk and, by their nature, can only provide
reasonable, but not absolute, assurance against material
misstatement or loss.
The Board monitors the investment performance of the
Company against its objectives at each Board meeting.
The Board also reviews the Company’s activities since the
last Board meeting to ensure that the Manager adheres to the
agreed investment policy and approved investment guidelines
and, if necessary, approves changes to such policy and
guidelines.
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Internal controls
The Board has reviewed the need for an internal audit
function. It has decided that the systems and procedures
employed by the Manager, the Audit Committee and other
third-party advisers provide sufficient assurance that a sound
system of internal control, which safeguards Shareholders’
investments and the Company’s assets, is maintained. In
addition, the Company’s financial statements are audited by
external auditors. The Board has therefore concluded that
it is not necessary to establish an internal audit function at
present, but this policy will be kept under review.
UK Stewardship Code
While the Manager supports the aims and objectives of the
FRC’s Stewardship Code, it is not currently a signatory. It is,
however, working to ensure alignment with the Stewardship
Code and will periodically review its position regarding
becoming a signatory in future. A statement to that effect
isnoted on the Manager’s website and can be found at:
www.foresightgroup.eu/stewardship.
Relations with Shareholders
The Company communicates with Shareholders and solicits
their views where it considers it is appropriate to do so.
The Manager publishes factsheets, as well as information
on new investments on the Company’s website. These
communications are intended to provide Shareholders with
clear and timely information on the Company’s strategy,
performance and portfolio developments.
In line with the Principles of the AIC Code of Corporate
Governance 2024, the Board is committed to transparency,
accountability and constructive dialogue with Shareholders.
The Board believes that ongoing engagement supports
effective governance and helps ensure that the Company’s
long-term strategy remains aligned with Shareholder
interests.
We believe that this ongoing dialogue with our Shareholders
helps us to better align our strategies with their expectations
and enhances the overall governance of the Company. This
collaborative approach ensures that we remain responsive to
Shareholder needs and continue to drive sustainable growth.
Shareholders are encouraged to attend and participate in the
Annual General Meeting, where they have the opportunity to
ask questions of the Directors, including the Chair and the
Chairs of the Audit, Management Engagement, Nomination
and Remuneration Committees. Shareholders are also
given the opportunity to engage directly with the Manager,
supporting informed discussion and accountability. There is
also an open invitation for Shareholders to meet the Manager.
For more information on the Directors’ relations with
Shareholders, please refer to the Section 172(1) statement
inthe Strategic Report on pages 34 to 43.
Atul Devani
Chair
17 July 2026
Corporate Governance
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Andrew Mackintosh
Chair of the Audit Committee
During the year, the Board undertook a review of the
effectiveness of the Audit Committee as part of its wider
governance and internal control framework. The review
considered the effectiveness of its oversight of financial
reporting, internal controls and risk management. The
Boardconcluded that the Audit Committee continued to
operate effectively.
The Audit Committee has identified and considered the
following key areas of risk in relation to the business activities
and financial statements of the Company:
ș Valuation of unquoted investments
ș Existence of unquoted investments
ș Venture Capital Trust status
These issues were discussed with the Manager and the
auditor at the conclusion of the audit of the financial
statements, as explained below.
Valuation of unquoted investments
The Directors have met quarterly to assess the
appropriateness of the estimates and judgements made by
the Manager, and approve the investment valuations. The
Company’s investments are mostly in unquoted securities,
which can be difficult to value and require the application
of skill, knowledge and judgement by the Board and Audit
Committee. During the valuation process, the Manager
follows the valuation methodologies for unlisted investments
as set out in the IPEV Valuation Guidelines and appropriate
industry valuation benchmarks. These valuation policies are
set out in note 1b of the accounts.
These were then further audited by the auditor and reviewed
and challenged by the Audit Committee. The Manager
confirmed to the Audit Committee that the investment
valuations had been calculated consistently with prior years
and in accordance with published industry guidelines, taking
account of the latest available information about investee
companies and current market data.
Existence of unquoted investments
For all investments made, both share certificates and
loan stock documentation are held by the Manager in the
Company’s own name and regular reconciliations are carried
out by the Manager to ensure that valid documents of title
are held.
Venture Capital Trust status
Maintaining VCT status and adhering to the tax rules of
Section 274 of ITA 2007 is critical to both the Company and
its Shareholders for them to retain their VCT tax benefits.
The Manager confirmed to the Audit Committee that the
conditions for maintaining the Company’s status as an
approved VCT had been met throughout the year. The
Manager seeks legal advice in advance for all qualifying
investments and reviews the Company’s qualifying status in
advance of realisations being made and throughout the year.
The Audit Committee is in regular contact with the Manager
and any potential issues with VCT status would be discussed
at or between formal meetings. In addition, an external
third-party review of VCT status is conducted by Philip Hare
& Associates LLP on a six-monthly basis and this is reported
to the Board, Audit Committee and the Manager.
Audit Committee Report
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Auditor’s assessment
The Manager and auditor confirmed to the Audit Committee
that they were not aware of any material misstatements.
Having reviewed the reports received from the Manager and
the auditor, the Audit Committee is satisfied that the key areas
of risk and judgement have been addressed appropriately in
the financial statements and that the significant assumptions
used in determining the value of assets and liabilities have
been properly appraised and are sufficiently robust. The
Audit Committee considers that BDO LLP has carried out its
duties as auditor in a diligent and professional manner. During
the year, the Audit Committee assessed the effectiveness and
quality of the current external audit process by assessing
and discussing specific audit documentation presented to it
in accordance with guidance issued by the Auditing Practices
Board. The audit partner is rotated every five years, ensuring
that objectivity and independence is not impaired.
As part of its review of the continuing appointment of the
auditor, the Audit Committee considers the need to put the
audit out to tender, its fees and independence from the
Manager, along with any matters raised during each audit.
The Audit Committee put the audit contract up for tender in
October 2024. BDO LLP was among the audit firms to submit
a proposal and, during the tender evaluation process, the
Audit Committee agreed that BDO LLP continued to provide
a good level of service and maintained a good knowledge of
the VCT market, making sure audit effectiveness and quality
continued to be maintained, resulting in the re-appointment
of the firm. BDO LLP has been appointed as the auditor to
theCompany since March 2015. BDO LLP is not engaged for
non-audit services.
The Audit Committee met in July 2025 to review the annual
audited accounts for the year ended 31 March 2025 and the
Company’s risk register, and in December 2025 to review the
Half-Yearly Report and the Company’s risk register, and in
June2026 to review the Annual Report and Accounts for the
year ended 31 March 2026. No other significant items were
noted during the year.
Andrew Mackintosh
Chair of the Audit Committee
17 July 2026
Audit Committee Report
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Strategic ReportIntroduction Governance Financial Statements
Stella Panu
Chair of the Management Engagement Committee
The Management Engagement Committee was established
during the year to evaluate the performance of the Manager
and other third-party service providers engaged by the
Company. The Committee is chaired by Stella Panu and
comprises Atul Devani, Chris Allner and Andrew Mackintosh.
The Committee’s responsibilities are to:
ș Oversee the Manager’s investment performance and
ensure compliance with the Investment Management
Agreement
ș Review, at least annually, the Manager’s performance and
report the Committee’s conclusions and rationale in the
Annual Report
ș Review and assess, at least annually, the performance of
the Company’s third-party service providers in meeting
contractual obligations, ensuring they remain competitive
and effective, and recommend any changes where
appropriate
ș Support the Board in its annual review of key controls
relating to outsourced services
ș Review the standard of company secretarial, investment
management, finance and marketing services delivered by
the Manager
ș Consider any conflicts that may arise in relation to the
Company’s service providers
The Committee met once during the year ended
31March2026, and has subsequently met following the
year end, and confirmed that the continued appointment
of the Manager, on the agreed terms, was in the interests
ofShareholders.
Stella Panu
Chair of the Management Engagement Committee
17 July 2026
Management Engagement
Committee Report
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Strategic ReportIntroduction Governance Financial Statements
Introduction
The Board has prepared this report in accordance with the
requirements of Schedule 8 of the Large and Medium-sized
Companies and Groups (Accounts and Reports) Regulations
2008. An ordinary resolution to approve this report, in
particular the level of remuneration payable, and proposed
to be paid, to the Directors will be put to the members for
approval at the forthcoming Annual General Meeting.
The law requires the Company’s auditor, BDO LLP, to audit
certain areas of the disclosures provided. Where disclosures
have been audited, they are indicated as such. The auditor’s
opinion is included in the Independent Auditor’s Report.
Annual statement from the Chair of the
RemunerationCommittee
The Board, which is profiled on pages 54 and 55, consists
solely of Non-Executive Directors and considers at least
annually the level of the Directors’ fees.
The Committee felt it appropriate to review the remuneration
of the Directors. As a result, the Committee recommended
to the Board the following Director fees, with effect from
1April2026:
Role Remuneration
Board Chair £41,200
Audit Committee Chair £33,475
Non-Executive Director £30,900
Consideration by the Directors of matters relating to
Directors’ remuneration
The Remuneration Committee comprises four Directors: Stella
Panu (Chair), Atul Devani, Andrew Mackintosh and ChrisAllner.
The Remuneration Committee meets at least annually
to consider the levels of remuneration of the Directors,
specifically reflecting the time commitment and
responsibilities of the role.
The Remuneration Committee also undertakes external
comparisons and reviews to ensure that the levels of
remuneration paid are broadly in line with industry standards
and members have access to independent advice where they
consider it appropriate. During the year, neither the Board
nor the Remuneration Committee has been provided with
external advice or services by any person, but has received
industry comparison information from the Manager and
industry research carried out by third parties in respect of
Directors’ remuneration.
The remuneration policy set by the Board is described on
the following page. Individual remuneration packages are
determined by the Remuneration Committee within the
framework of this policy.
Directors are not involved in deciding their own individual
remuneration.
Directors’ Remuneration Report
Stella Panu
Chair of the Remuneration Committee
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Remuneration policy
The Board’s policy is that the remuneration of Non-Executive Directors should reflect time
spent and the responsibilities borne by the Directors for the Company’s affairs and should be
sufficient to enable candidates of high calibre to be recruited. The levels of Directors’ fees paid
by the Company for the year ended 31 March 2026 were agreed on15November 2024.
It is considered appropriate that no aspect of Directors’ remuneration should be performance
related in light of the Directors’ non-executive status, and Directors are not eligible for bonuses
or other benefits. The Company’s policy is to pay the Directors quarterly in arrears, to the
Directors personally (or to a third party if requested by any Director, although no such request
has been made). None of the Directors have a service contract but each of the Directors on
the current Board has a letter of appointment whereby they are required to devote such time
to the affairs of the Company, as the Board reasonably requires, consistent with their role as
a Non-Executive Director. A three-month rolling notice period applies. No compensation is
payable to Directors on leavingoffice.
The above remuneration policy was last approved by the Shareholders at the Annual
General Meeting on 22 September 2025. Accordingly, the remuneration policy will be put to
Shareholders for approval at the Annual General Meeting on 21 September 2026. At the last
Annual General Meeting, there were 2,040,351 (90.29%) votes for and 219,332 (9.71%) votes
against for the resolution approving the remuneration policy, showing significant Shareholder
support.
Shareholders’ views in respect of Directors’ remuneration may be communicated at the
Company’s Annual General Meeting and are taken into account in formulating the Directors’
remuneration policy. At the last Annual General Meeting, 90.49% of Shareholders voted for
the resolution approving the Directors’ Remuneration Report, showing significant Shareholder
support.
Please refer to page 74 for the Directors’ remuneration tables.
Retirement by rotation
All Directors retire and may offer themselves for re-election every year.
Details of individual emoluments and compensation
The emoluments in respect of qualifying services of each person who served as a Director
during the year are shown on page 74. No Director has waived or agreed to waive any
emoluments from the Company in either the current or previous year.
No other remuneration was paid or is payable by the Company during the current or previous
year, nor were any expenses claimed by or paid to them other than for expenses incurred
wholly, necessarily and exclusively in furtherance of their duties as Directors of the Company.
Directors’ liability insurance is held by the Company in respect of the Directors.
Share Price Total Return
The graph below charts the total Shareholder return to 31 March 2026, on the hypothetical
value of £100 invested on 1 April 2015. The return is compared to the total Shareholder return
on a notional investment of £100 in the AIC VCT Generalist sector.
140
120
60
160
31 March
2021
31 March
2022
31 March
2023
31 March
2024
31 March
2026
31 March
2025
Foresight Ventures VCT Plc Share Price Total Return
AIC VCT Generalist sector Share Price Total Return
31 March
2020
31 March
2019
31 March
2018
31 March
2017
31 March
2016
80
100
NAV Total Return (p)
Directors’ Remuneration Report
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Directors’ Remuneration Report
Audited information
The information below has been audited. See the Independent Auditor’s Report on pages 78 to 85.
Directors
The Directors who held office during the year or up to the date of signing the Annual Report and their interests in the issued shares of 1p each of the Company were as follows:
31 March
2026
Shares
31 March
2025
Shares
Atul Devani 11,775 11,775
Chris Allner 11,230 11,230
Barry Dean (resigned 22 September 2025) 3,039 3,039
Stella Panu (appointed 23 September 2025)¹ — —
Andrew Mackintosh — —
1. Stella Panu was allotted 11,312 shares in April 2026.
All the Directors’ share interests shown above were held beneficially.
In accordance with the AIC Code and the Company’s Articles of Association, Atul Devani, Chris Allner and Andrew Mackintosh retire annually and, being eligible, offer themselves for re-election.
Stella Panu will offer herself for election. Biographical notes on the Directors are given on pages 54 and 55.
The Board believes that all the Directors’ skills, experience and knowledge continue to complement each other and benefit the Company and recommends their re-election to the Board. It is also
noteworthy that none of the Directors have a contract of service with the Company, underscoring their commitment and dedication to serving the best interests of the Company and its stakeholders.
The Board unanimously recommends the re-election of these Directors, confident that their continued service will drive the Company towards greater success.
73
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Directors’ Remuneration Report
Audited information
Directors
Directors’ fees
year ended
31 March
2026
(£)
Directors’
taxable
benefits
1
year ended
31 March
2026
(£)
Total
remuneration
year ended
31 March
2026
(£)
Total
remuneration
year ended
31 March
2025
(£)
Percentage
change
in gross fee
31 March
2026
(%)
Percentage
change
in gross fee
31 March
2025
(%)
Percentage
change
in gross fee
31 March
2024
(%)
Percentage
change
in gross fee
31 March
2023
(%)
Atul Devani 40,000 — 40,000 38,154 5 27 233 N/A
Barry Dean (resigned 22 September 2025) 15,375 157 15,532 31,259 (50) 4 — —
Chris Allner
2
30,000 — 30,000 23,770 26 19 33 100
Andrew Mackintosh (appointed 15 November 2024) 30,952 366 31,318 11,866 164 N/A N/A N/A
Stella Panu
3
(appointed 23 September 2025) 15,691 — 15,691 — N/A N/A N/A N/A
Chris Kay (resigned 6 June 2024)
4
— — — 19,615 (100) (56) — —
Total 132,018 523 132,541 124,664
1. Relates to expenses incurred for attending meetings at the Company’s principal place of business.
2. From 1 July 2022, Chris Allner was paid an annual fee of £20,000 which was recharged to Downing LLP until 30 June 2024.
3. Stella Panu was appointed as a Director on 23 September 2025.
4. Chris Kay was paid for a further three months after his resignation date, representing his notice period.
The Directors are not eligible for pension benefits, share options or long-term incentive schemes. Directors’ fees are reviewed annually, and fees were last increased on 1 April 2026.
Votes cast for and against the Directors’ Remuneration Report for the year ended 31 March 2025:
Shares and percentage of votes cast
For
Shares and percentage of votes cast
Against
90.49% 9.51%
2,062,215 votes 216,825 votes
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Directors’ Remuneration Report
Audited information
In accordance with Companies Act 2006 legislation, the table below sets out the relative importance of spend on pay when compared to distributions to Shareholders in the form of dividends and
share buybacks.
Year ended
31 March
2026
Year ended
31 March
2025
Dividends £4,436,000 £4,102,000
Share buybacks £5,729,000 £8,447,000
Total Shareholder distributions £10,165,000 £12,549,000
Directors’ fees excluding employer’s National Insurance contributions £132,541 £118,489
Directors’ fees % of Shareholder distributions 1.3% 0.9%
Approval of report
An ordinary resolution for the approval of this Directors’ Remuneration Report will be put to Shareholders at the forthcoming Annual General Meeting.
This Directors’ Remuneration Report was approved by the Board on 17 July 2026 and is signed on its behalf by:
Stella Panu
Chair of the Remuneration Committee
17 July 2026
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Statement of Directors’ responsibilities in respect
ofthe Annual Report and Accounts
The Directors are responsible for preparing the Annual
Report and Accounts in accordance with applicable law
andregulations.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law they have
elected to prepare the financial statements in accordance
with UK Accounting Standards including FRS 102, the
Financial Reporting Standard applicable in the UK and
Republic of Ireland.
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 its profit or loss for that year. In preparing these financial
statements, the Directors are required to:
ș Select suitable accounting policies and then apply
themconsistently
ș Make judgements and estimates that are reasonable
ș State whether applicable UK Accounting Standards
have been followed, subject to any material departures
disclosed and explained in the financial statements
ș Assess the Company’s ability to continue as a going
concern, disclosing, as applicable, matters related to
goingconcern
ș Use the going concern basis of accounting unless they
either intend to liquidate the Company or to cease
operations, or have no realistic alternative but to do so
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 responsible
for such internal control as they determine is necessary
to enable the preparation of financial statements that are
free from material misstatement, whether due to fraud or
error, and have general responsibility for taking such steps
as are reasonably open to them to safeguard the assets of
the Company and to prevent and detect fraud and other
irregularities.
Under applicable law and regulations, the Directors are
also responsible for preparing a Strategic Report, Directors’
Report, Directors’ Remuneration Report and Corporate
Governance Statement that complies with that law and
thoseregulations.
The Directors are responsible for the maintenance and
integrity of the corporate and financial information included
on the Company’s website. Legislation in the UK governing
the preparation and dissemination of financial statements
may differ from legislation in other jurisdictions.
Statement of the Directors in respect of the
AnnualReport
We confirm that to the best of our knowledge:
ș The financial statements, prepared in accordance with the
applicable accounting standards, give a true and fair view
of the assets, liabilities, financial position and profit or loss
of the Company
ș The Directors’ Report and the Strategic Report include a
fair review of the development and performance of the
business and the position of the issuer, together with a
description of the principal risks and uncertainties that
they face
We consider the Annual Report and Accounts, taken as a
whole, are fair, balanced and understandable and provide
the information necessary for Shareholders to assess the
Company’s position and performance, business model
andstrategy.
On behalf of the Board
Atul Devani
Chair
17 July 2026
Statement of Directors’ Responsibilities
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What’s in this section
78 Independent Auditor’s Report
86 Statement of Comprehensive Income
87 Reconciliation of Movements in Shareholders’ Funds
88 Balance Sheet
89 Cash Flow Statement
90 Notes to the Accounts
107 Notice of Annual General Meeting
111 Glossary of Terms
112 Financial Conduct Authority
113 Shareholder Information
114 Additional Information
115 Corporate Information
Financial Statements
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Strategic Report
Introduction
Governance
Financial Statements
In our opinion the financial statements:
ș Give a true and fair view of the state of the Company’s affairs as at 31 March 2026 and of its
loss and cash flows for the year then ended
ș Have been properly prepared in accordance with United Kingdom Generally Accepted
Accounting Practice
ș Have been prepared in accordance with the requirements of the Companies Act 2006
We have audited the financial statements of Foresight Ventures VCT Plc (the “Company”) for the
year ended 31 March 2026 which comprise the following:
ș Statement of Comprehensive Income
ș Reconciliation of Movement in Shareholders’ Funds
ș Balance Sheet
ș Cash Flow Statement
ș Notes to the financial statements
ș A summary of significant accounting policies
The financial reporting framework that has been applied in their preparation is applicable law
and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The
Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom
Generally Accepted Accounting Practice).
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
believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
Independence
We remain 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 as applied to listed public interest entities, and we have fulfilled our other ethical
responsibilities in accordance with these requirements. The non-audit services prohibited by
the FRC’s Ethical Standard were not provided to the Company and we remain independent of
the Company in conducting our audit.
Independent Auditor’s Report
To the members of Foresight Ventures VCT Plc
78
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Strategic ReportIntroduction Governance Financial Statements
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.
Ourevaluation of the Directors’ assessment of the Company’s ability to continue to adopt the
going concern basis of accounting included:
ș Obtaining the VCT compliance reports prepared by management’s expert during the year
and as at year end and reviewing the calculations therein to check that the Company was
meeting its requirements to retain VCT status
ș Consideration of the Company’s expected future compliance with VCT legislation, the
absence of bank debt, contingencies and commitments and any market or reputational risks
ș Reviewing the forecasted cash flows that support the Directors’ assessment of going
concern, challenging assumptions and judgements made in the forecasts, and assessing
them for reasonableness. In particular, we considered the available cash resources relative
to the forecast expenditure which was assessed against the prior year for reasonableness
ș Evaluating the Directors’ method of assessing the going concern in light of market volatility
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 12 months from
when the financial statements are authorised for issue. However, because not all future events
or conditions can be predicted, this statement is not a guarantee as to the Company’s ability to
continue as a going concern.
In relation to the Company’s reporting on how it has applied the UK Corporate Governance
Code, we have nothing material to add or draw attention to in relation to the Directors’
statement in the financial statements about whether the Directors considered it appropriate to
adopt the going concern basis of accounting in preparing the financial statements.
Our responsibilities and the responsibilities of the Directors with respect to going concern are
described in the relevant sections of this report.
Overview
Key audit matters 2026 2025
Valuation of unquoted
investments £72,945,000 £65,720,000
Materiality Company financial statements as a whole
£1.333 million (2025: £1.425 million) based on 1.5% (2025: 1.5%) of
NetAssets
An overview of the scope of our audit
Our audit was scoped by obtaining an understanding of the Company and its environment,
including the Company’s system of internal control, and assessing the risks of material
misstatement in the financial statements. We also addressed the risk of management override
of internal controls, including assessing whether there was evidence of bias by the Directors
that may have represented a risk of material misstatement.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most
significance in our audit of the financial statements of the current period and include the
most significant assessed risks of material misstatement (whether or not due to fraud) that
we identified, including those which had the greatest effect on: the overall audit strategy, the
allocation of resources in the audit, and directing the efforts of the engagement team. These
matters were addressed in the context of our audit of the financial statements as a whole, and
in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Independent Auditor’s Report
To the members of Foresight Ventures VCT Plc
79
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Annual Report and Accounts 31 March 2026
Strategic ReportIntroduction Governance Financial Statements
An overview of the scope of our audit
Key audit matters
Key audit matter How the scope of our audit addressed the key audit matter
Valuation of unquoted investments
Refer to the notes 1 and 8 within the
audited financial statements.
The unquoted investments consist of both equity
and loan note investments. We consider the
valuation of unquoted investments to be the most
significant audit area as there is a high level of
estimation uncertainty involved in determining
theunquoted investment valuations.
There is also an inherent risk of management
override arising from the unquoted investment
valuations being prepared by the Manager, who is
remunerated based on the valueof the net assets
of the Company, as shownin note 3.
For these reasons we considered the valuation of
unquoted investments to be a key audit matter.
We have assessed the design and implementation of controls relating to the valuation of unquoted investments. This included obtaining an understanding of the
sources of key inputs, judgements and significant estimates used as well as the oversight and governance structures in relation to the valuation process.
For all unquoted investments in our sample we:
Challenged whether the valuation methodology was the most appropriate in the circumstances under the International Private Equity and Venture Capital Valuation
(“IPEV”) Guidelines and the applicable accounting standards. We have recalculated the value attributable to the Company, having regard to the application of
enterprise value across the capital structures of the investee companies.
For investments sampled that were valued using less subjective valuation techniques (cost and price of recent investment reviewed for changes in fair value) we:
ș Verified the cost or price of recent investment to supporting documentation
ș Assessed whether the investment was an arm’s length transaction through reviewing the parties involved in the transaction and checking whether or not they were
already investors of the investee company
ș Assessed whether there were any indications that the cost or price of recent investment was no longer representative of fair value considering, inter alia, the
current performance of the investee company and the milestones and assumptions set out in the investment proposal
ș Assessed whether the price of recent investment is supported by alternative valuation techniques
For investments sampled that were valued using more subjective techniques (earnings multiples and revenue multiples) we:
ș Challenged and corroborated the inputs to the valuation with reference to management information of investee companies, market data and our own
understanding and assessed the impact of the estimation uncertainty concerning these assumptions and the disclosure of these uncertainties in the financial
statements
ș Reviewed the historical financial statements and any recent management information available to support assumptions about maintainable revenues or earnings
used in the valuations
ș Assessed the revenue or earnings multiples applied and the discounts applied by reference to observable listed or transaction company market data
ș Challenged the consistency and appropriateness of adjustments made to such market data in establishing the revenue, cash flow or earnings multiple applied in
arriving at the valuations adopted by considering the individual performance of investee companies against plan and relative to the peer group, the market and
sector in which the investee company operates and other factors as appropriate
Where appropriate, we performed a sensitivity analysis by developing our own point estimate where we considered that alternative input assumptions could
reasonably have been applied and we considered the overall impact of such sensitivities on the portfolio of investments in determining whether the valuations as a
whole are reasonable and free from bias.
We assessed the completeness and clarity of disclosures regarding the valuation of investments in the financial statements.
Key observations
Based on the procedures performed we consider the investment valuations to be appropriate given the level of estimation uncertainty.
Independent Auditor’s Report
To the members of Foresight Ventures VCT Plc
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Our application of materiality
We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements. We consider materiality to be the magnitude by which misstatements,
including omissions, could influence the economic decisions of reasonable users that are taken on the basis of the financial statements.
In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower materiality level, performance materiality, to determine the extent of
testing needed. Importantly, misstatements below these levels will not necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements, and the particular
circumstances of their occurrence, when evaluating their effect on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole and performance materiality as follows:
Company financial statements
2026 2025
Materiality
£1.333 million £1.425 million
Basis for determining materiality
1.5% of Net Assets 1.5% of Net Assets
Rationale for the benchmark applied
In setting materiality, we have had regard to the nature and disposition of the investment portfolio. Given that the majority of the VCT’s portfolio is
comprised ofunquoted investments which would typically have a wider spread of reasonable alternative possible valuations, we have applied a
percentage of 1.5% (2025: 1.5%) ofNet Assets.
Performance materiality
£0.866 million £0.926 million
Basis for determining performance materiality
65% of Materiality 65% of Materiality
Rationale for the percentage applied for performance
materiality
The level of performance materiality applied was set after having considered a number of factors including the expected total value of known and
likely misstatements and the level of transactions in the year.
Reporting threshold
We agreed with the Audit Committee that we would report to them all individual audit differences in excess of £66,600 (2025: £71,250). We also agreed to report differences below this threshold
that, in our view, warranted reporting on qualitative grounds.
Independent Auditor’s Report
To the members of Foresight Ventures VCT Plc
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Strategic ReportIntroduction Governance Financial Statements
Other information
The Directors are responsible for the other information. The other information comprises the
information included in the Annual Report and Accounts other than the financial statements
and our Auditor’s Report thereon. 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.
Corporate Governance Statement
The UK Listing Rules sourcebook requires us to review the Directors’ statement in relation to
going concern, longer-term viability and that part of the Corporate Governance Statement
relating to the Company’s compliance with the provisions of the UK Corporate Governance
Code specified for our review.
Based on the work undertaken as part of our audit, we have concluded that each of the
following elements of the Corporate Governance Statement is materially consistent with
thefinancial statements or our knowledge obtained during the audit.
Going
concern and
longer-term
viability
ș The Directors’ statement with regards to the appropriateness of adopting the
goingconcern basis of accounting and any material uncertainties identified set
outon page 59
ș The Directors’ explanation as to their assessment of the Company’s prospects,
theperiod this assessment covers and why the period is appropriate set out on
page 59
ș The Directors’ statement on whether they have a reasonable expectation that the
Company will be able to continue in operation and meet its liabilities set out on
page 59
Other Code
provisions
ș Directors’ statement on fair, balanced and understandable set out on page 76
ș Board’s confirmation that it has carried out a robust assessment of the emerging
andprincipal risks set out on pages 47 to 51
ș The section of the Annual Report that describes the review of effectiveness of risk
management and internal control systems set out on pages 65 to 67
ș The section describing the work of the Audit Committee set out on pages 68 to 69
Independent Auditor’s Report
To the members of Foresight Ventures VCT Plc
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Other Companies Act 2006 reporting
Based on the responsibilities described below and our work performed during the course
of the audit, we are required by the Companies Act 2006 and ISAs (UK) to report on certain
opinions and matters as described below.
Strategic
Report and
Directors’
Report
In our opinion, based on the work undertaken in the course of the audit:
ș 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
ș 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.
Directors’
remuneration
In our opinion, the part of the Directors’ Remuneration Report to be audited has
been properly prepared in accordance with the Companies Act 2006.
Matters on
which we
are required
to report by
exception
We have nothing to report in respect of the following matters in relation to which
theCompanies Act 2006 requires us to report to you if, in our opinion:
ș Adequate accounting records have not been kept, or returns adequate for our
audit have not been received from branches not visited by us
ș The financial statements and the part of the Directors’ Remuneration Report to
beaudited are not in agreement with the accounting records and returns
ș Certain disclosures of Directors’ remuneration specified by law are not made
ș We have not received all the information and explanations we require for
ouraudit
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.
However, the primary responsibility for the prevention and detection of fraud rests with both
those charged with governance of the Company and management.
Independent Auditor’s Report
To the members of Foresight Ventures VCT Plc
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Extent to which the audit was capable of detecting irregularities, including fraud
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 extent to which our procedures
are capable of detecting irregularities, including fraud is detailed below:
Non-compliance with laws and regulations
Based on:
ș Our understanding of the Company and the industry in which it operates
ș Discussion with management and those charged with governance
ș Obtaining an understanding of the Company’s policies and procedures regarding
compliancewith laws and regulations
We considered the significant laws and regulations to be the Companies Act 2006, the
FCA listing and DTR rules, the principles of the UK Corporate Governance Code, industry
practice represented by the Statement of Recommended Practice: Financial Statements of
Investment Trust Companies and Venture Capital Trusts (the “SORP”) and updated in 2022
with consequential amendments and the applicable financial reporting framework. We also
considered the Company’s qualification as a VCT under UK tax legislation.
Our procedures in respect of the above included:
ș Agreement of the financial statement disclosures to underlying supporting documentation
ș Enquiries of management and those charged with governance relating to the existence of
any non-compliance with laws and regulations
ș Obtaining the VCT compliance reports prepared by management’s expert during the year
and as at year end and reviewing their calculations to check that the Company was meeting
its requirements to retain VCT status
ș Reviewing minutes of meetings of those charged with governance and legal
correspondencesand invoices throughout the period for instances of non-compliance
withlaws and regulations
Fraud
We assessed the susceptibility of the financial statements to material misstatement
includingfraud.
Our risk assessment procedures included:
ș Enquiry with management and those charged with governance regarding any known
orsuspected instances of fraud
ș Obtaining an understanding of the Company’s policies and procedures relating to:
ș Detecting and responding to the risks of fraud
ș Internal controls established to mitigate risks related to fraud
ș Review of minutes of meetings of those charged with governance for any known or
suspected instances of fraud
ș Discussion amongst the engagement team as to how and where fraud might occur in
thefinancial statements
Based on our risk assessment, we considered the areas most susceptible to fraud to be
thevaluation of unquoted investments and management override of controls.
Our procedures in respect of the above included:
ș In addressing the risk of valuation of unquoted investments, the procedures set out
inthekey audit matter section in our report were performed
ș In addressing the risk of management override of control, we:
ș Performed a review of estimates and judgements applied by management in the
financial statements to assess their appropriateness and the existence of any
systematicbias
ș Considered the opportunity and incentive to manipulate accounting entries and
testedrelevant adjustments made in the year end financial reporting process
ș Reviewed for significant transactions outside the normal course of business
ș Performed a review of unadjusted audit differences, if any, for indicators of bias
ordeliberate misstatement
Independent Auditor’s Report
To the members of Foresight Ventures VCT Plc
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Independent Auditor’s Report
To the members of Foresight Ventures VCT Plc
Fraud
We also communicated relevant identified laws and regulations and potential fraud risks to
all engagement team members who were all deemed to have appropriate competence and
capabilities and remained alert to any indications of fraud or non-compliance with laws and
regulations throughout the audit.
Our audit procedures were designed to respond to risks of material misstatement in the
financial statements, recognising that the risk of not detecting a material misstatement due
to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve
deliberate concealment by, for example, forgery, misrepresentations or through collusion.
There are inherent limitations in the audit procedures performed and the further removed
non-compliance with laws and regulations is from the events and transactions reflected in the
financial statements, the less likely we are to become aware of it.
A further description of our responsibilities is available on the Financial Reporting Council’s
website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our
Auditor’sReport.
Other matters which we are required to address
Following the recommendation of the Audit Committee, we were appointed by the Board of
Directors on 11 December 2025 for the audit of the financial statements for the year ended
31March 2026.
The period of total uninterrupted engagement including retenders and re-appointments is
12years, covering the years ended 31 March 2015 to 31 March 2026.
Our audit opinion is consistent with the additional report to the Audit Committee.
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.
In due course, as required by the Financial Conduct Authority Disclosure Guidance and
Transparency Rule 4.1.15R - 4.1.18R, these financial statements will form part of the Electronic
Format Annual Financial Report filed on the National Storage Mechanism of the FCA in
accordance with DTR 4.1.15R – DTR 4.1.18R. This Auditor’s Report provides no assurance over
whether the Electronic Format Annual Financial Report has been prepared in compliance with
DTR 4.1.15R – DTR 4.1.18R.
Daniel Quiligotti (Senior Statutory Auditor)
For and on behalf of BDO LLP, Statutory Auditor
London, United Kingdom
17 July 2026
BDO LLP is a limited liability partnership registered in England and Wales
(with registered number OC305127).
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Strategic ReportIntroduction Governance Financial Statements
Year ended 31 March 2026 Year ended 31 March 2025
Notes
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Gains/(losses) on investments 8 — 1,741 1,741 — (14,488) (14,488)
(Income expense)/income 2 (276) — (276) 4,802 — 4,802
Investment management fees 3 (786) (786) (1,572) (907) (907) (1,814)
Other expenses 4 (1,131) — (1,131) (1,211) — (1,211)
(Loss)/return on ordinary activities before taxation (2,193) 955 (1,238) 2,684 (15,395) (12,711)
Taxation 5 — — — — — —
(Loss)/return on ordinary activities after taxation (2,193) 955 (1,238) 2,684 (15,395) (12,711)
(Loss)/return per share 7 (2.1)p 0.9p (1.2)p 1.8p (10.3)p (8.5)p
The total columns of this statement are the profit and loss account of the Company, and the revenue and capital columns represent supplementary information.
The Company has no recognised gains or losses other than those shown above; therefore, no separate statement of total comprehensive income has been presented.
The Company has only one class of business and one reportable segment, the results of which are set out in the Statement of Comprehensive Income and Balance Sheet.
There are no potentially dilutive capital instruments in issue and, therefore, no diluted earnings per share figures are relevant. The basic and diluted earnings per share are, therefore, identical.
The notes on pages 90 to 106 form part of these financial statements.
Statement of Comprehensive Income
For the year ended 31 March 2026
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Called-up
share capital
£’000
Share
premium
account
£’000
Capital
redemption
reserve
£’000
Distributable
reserve
£’000
Capital
reserve
£’000
Revaluation
reserve
£’000
Total
£’000
At 1 April 2024 1,775 2,522 71 82,282 (10,791) 6,057 81,916
Thames Ventures VCT 2 Plc merger 867 36,066 — — — — 36,933
Share redesignation (1,475) — 1,475 — — — —
Issue of new shares 9 878 — — — — 887
Share issue costs — (10) — — — — (10)
Shares issued under the dividend reinvestment scheme 9 526 — — — — 535
Repurchase of own shares (131) — 131 (8,447) — — (8,447)
Dividend paid — — — — (4,102) — (4,102)
Total comprehensive income/(expense) — — — 2,684 140 (15,535) (12,711)
At 31 March 2025 1,054 39,982 1,677 76,519 (14,753) (9,478) 95,001
Issue of new shares 52 4,853 — — — — 4,905
Share issue costs — (132) — — — — (132)
Shares issued under the dividend reinvestment scheme 5 463 — — — — 468
Repurchase of own shares (66) — 66 (5,729) — — (5,729)
Dividend paid — — — — (4,436) — (4,436)
Total comprehensive (expense)/income — — — (2,193) 8,030 (7,075) (1,238)
At 31 March 2026 1,045 45,166 1,743 68,597 (11,159) (16,553) 88,839
Total distributable reserves at 31 March 2026 were £22,901,000 (2025: £29,202,000) which includes the distributable reserve of £68,597,000 (2025: £76,519,000), the capital reserve of (£11,159,000)
(2025: (£14,753,000)), and unrealised losses on investments (excluding unrealised unquoted gains) held at the year end of (£34,537,000) (2025: (£32,564,000)).
The notes on pages 90 to 106 form part of these financial statements.
Reconciliation of Movements in Shareholders’ Funds
For the year ended 31 March 2026
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Notes
As at
31 March
2026
£’000
As at
31 March
2025
£’000
Fixed assets
Investments held at fair value through profit or loss 8 80,551 75,845
Current assets
Debtors 9 6,437 9,661
Cash and cash equivalents 3,893 11,222
10,330 20,883
Creditors
Amounts falling due within one year 10 (2,042) (1,727)
Net current assets 8,288 19,156
Net assets 88,839 95,001
Capital and reserves
Called-up share capital 11 1,045 1,054
Share premium account 45,166 39,982
Capital redemption reserve 1,743 1,677
Distributable reserve 68,597 76,519
Capital reserve (11,159) (14,753)
Revaluation reserve (16,553) (9,478)
Equity Shareholders’ funds 88,839 95,001
Net Asset Value per share 12 85.0p 90.1p
The notes on pages 90 to 106 form part of these financial statements.
The financial statements were approved by the Board of Directors and authorised for issue on 17 July 2026 and were signed on its behalf by
Atul Devani
Chair
17 July 2026
Registered number: 03150868
Balance Sheet
At 31 March 2026
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Notes
Year ended
31 March
2026
£’000
Year ended
31 March
2025
£’000
Cash flow from operating activities
Loan interest received from investments 2 1,000 —
Dividends received from investments 2 632 4,160
Deposit and similar interest received 2 253 251
Investment management fees paid 3 (1,377) (2,356)
Secretarial fees paid 4 (123) (207)
Other cash payments (861) (975)
Net cash (outflow)/inflow from operating activities (476) 873
Cash flow from investing activities
Purchase of investments 8 (8,503) (4,888)
Proceeds on sale of investments 8 5,529 8,602
Proceeds on deferred consideration 8 9 837
Cash acquired on merger with Thames Ventures VCT 2 Plc — 9,630
Investments awaiting completion 9 (200) —
Net cash (outflow)/inflow from investing activities (3,165) 14,181
Cash flow from financing activities
Proceeds of fundraising 5,731 —
Expenses of fundraising (82) (305)
Repurchase of own shares (5,369) (7,519)
Equity dividends paid 6 (3,968) (3,567)
Net cash outflow from financing activities (3,688) (11,391)
Net (outflow)/inflow of cash for the year (7,329) 3,663
Reconciliation of net cash flow to movement in net funds
(Decrease)/increase in cash and cash equivalents for the year (7,329) 3,663
Net cash and cash equivalents at start of year 11,222 7,559
Net cash and cash equivalents at end of year 3,893 11,222
The notes on pages 90 to 106 form part of these financial statements.
Cash Flow Statement
For the year ended 31 March 2026
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1 Accounting policies
Foresight Ventures VCT Plc is a public limited company incorporated in England and Wales and
its registered office is at The Shard, 32 London Bridge Street, London, United Kingdom, SE1 9SG.
The Company has been approved as a Venture Capital Trust by HMRC under Section 259 of the
Income Taxes Act 2007.
The Company’s principal activity is to provide private investors with regular dividends and
capital growth from a portfolio of investments in fast-growing unquoted companies in the UK.
A summary of the principal accounting policies, all of which have been applied consistently
throughout the year, is set out below:
a) Basis of accounting
The financial statements have been prepared under the Companies Act 2006, and in
accordance with United Kingdom Generally Accepted Accounting Practice (“UK GAAP”) including
FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” and
the Statement of Recommended Practice (“SORP”): Financial Statements of Investment Trust
Companies and Venture Capital Trusts issued in November 2014 and updated in October 2019
and July 2022.
The financial statements have been prepared under the historical cost convention as modified
by the revaluation of investments.
The Company presents its Statement of Comprehensive Income in a three-column format to
give Shareholders additional detail of the performance of the Company split between items of a
revenue or capital nature.
As permitted by FRS 102, paragraph 14.4, investments are held as part of an investment
portfolio, and their value to the Company is through their marketable value as part of a
portfolio of investments, rather than as a medium through which the Company carries out its
business. Therefore, the investments are not considered to be associated undertakings.
Where the Company’s interest in an investment is greater than 50% of the investee company’s
total equity, specific clauses are included in the investee company’s articles of association to
prevent the Company from exercising control. Therefore, these investments are not considered
to be subsidiary undertakings. As all investee companies are held exclusively with a view to
subsequent resale, they are excluded from consolidation.
Going concern
The Company’s business activities, together with the factors likely to affect its future
development, performance and position, are set out in the Strategic Report.
The financial position of the Company, its cash flows, liquidity position and borrowing facilities
are referred to in the Chair’s Statement, Strategic Report and Notes to the Accounts. In addition,
the Annual Report and Accounts include the Company’s objectives, policies and processes for
managing its capital; its financial risk management objectives; details of its financial instruments
and hedging activities; and its exposures to credit risk and liquidity risk.
The Company has sufficient financial resources, together with investments and income
generated therefrom, across a variety of industries and sectors.
Cash flow projections have been reviewed and show that the Company has sufficient funds to
meet both its contracted expenditure and its discretionary cash outflows in the form of share
buybacks and dividends. The Company has no external loan finance in place and therefore is
not exposed to any gearing covenants, although its underlying investments may have external
loan finance.
The Directors have considered the impact of the difficult economic outlook, inflationary
pressures, energy prices and geopolitical tensions during their assessment of going concern
and have reasonable expectation that the Company has adequate resources to continue in
operational existence for the foreseeable future, being at least 12 months from the date of
approval of these financial statements. Thus, they continue to adopt the going concern basis
ofaccounting in preparing the annual financial statements.
b) Assets held at fair value through profit or loss – investments
All investments held by the Company are classified as “fair value through profit or loss” and
the Company has adopted sections 11 and 12 of FRS 102. The Board values investments
in accordance with the International Private Equity and Venture Capital (“IPEV”) Valuation
Guidelines, as updated in December 2022, including Covid-19 guidance in March 2020. This
classification is followed as the Company’s business is to invest in financial assets with a view
toprofiting from the total return in the form of capital growth and income.
Quoted investments are valued at their bid price as at 31 March 2026.
Purchases and sales of unlisted investments are recognised when the contract for acquisition
orsale becomes unconditional.
Notes to the Accounts
For the year ended 31 March 2026
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Notes to the Accounts
For the year ended 31 March 2026
1 Accounting policies
b) Assets held at fair value through profit or loss – investments
Unquoted investments are stated at fair value by the Board in accordance with the following
rules, which are consistent with the IPEV Valuation Guidelines. When valuing an unquoted
investment at fair value, the following factors will be considered:
i. Where a value is indicated by a recent material arm’s length transaction by an independent
third party in the shares of a company, this value will be used
ii. In the absence of (i), and depending upon both the subsequent trading performance and
investment structure of an investee company, the valuation basis will usually move to either:
a) An earnings multiple basis. The shares may be valued by applying a suitable
price-earnings ratio to that company’s historic, current or forecast earnings before
interest, tax, depreciation and amortisation (“EBITDA”) (the ratio used being based on a
comparable sector but the resulting value being adjusted to reflect points of difference
identified by the Manager compared to the sector including, inter alia, illiquidity); or
b) Where a company’s underperformance against plan indicates a diminution in the value
of the investment, a write-down to the carrying value is made, as appropriate. The Board
assesses the portfolio for such investments and, after agreement with the Manager, will
agree the values that represent the extent to which a realised loss should be recognised.
This is based upon an assessment of observable evidence of that investment’s prospects,
to determine whether there is potential for the investment to recover in value
iii. Premiums on loan stock investments are accrued at fair value when the Company receives
the right to the premium and when considered recoverable
iv. Where an earnings multiple basis is not appropriate and overriding factors apply, discounted
cash flow, a net asset valuation, a price of a recent or the last funding round, venture
capital method or industry-specific valuation benchmarks may be applied. An example of
an industry-specific valuation benchmark would be the application of a multiple to that
company’s historic, current or forecast revenue (the multiple being based on a comparable
sector but with the resulting value being adjusted to reflect points of difference including,
inter alia, illiquidity). The venture capital method (“VC method”) of valuation calculates and
discounts the amount of the expected exit proceeds from an investment, taking account of
both time and risk
v. In estimating the fair value of the investments held, the Manager has considered the conflict
in the Middle East, the Russian invasion of Ukraine, inflationary pressures and the difficult
economic outlook which may impact the fair value of the investments and the sectors in
which they operate. The conflict in the Middle East and the Russian invasion of Ukraine
have had a significant impact on many sectors across the globe. The Manager has applied
assumptions based on a best estimate of likely outcome for each individual investment and
applied discounts where it is considered necessary
c) Income
Dividends receivable on equity shares are brought into account when the Company’s rights
to receive payment are established and there is no reasonable doubt that payment will be
received. Other income such as interest is included on an accruals basis. Loan interest income is
calculated using the effective interest method, with provisions made against this income where
recovery is doubtful, and recognised on an accruals basis.
d) Expenses
All expenses (inclusive of VAT) are accounted for on an accruals basis. Expenses are charged
through the revenue column of the Statement of Comprehensive Income, with the exception that
50% of the fees payable to the Manager for management fees are allocated against the capital
column of the Statement of Comprehensive Income. The basis of the allocation of management
fees is expected to reflect the revenue and capital split of long-term returns in the portfolio.
e) Share-based payments
The Manager is entitled to a performance fee equal to the lesser of: (i) 20% of the Distributions
per Share paid from available distributable profits of the Company attributable to the relevant
Performance Period; or (ii) 20% of the Excess Annual Return per Ordinary Share, in each case,
multiplied by the weighted average number of shares in issue during the relevant Performance
Period. The Performance Fee would be payable by the 15th day following the expiry of the
Performance Period in respect of which it has been calculated.
The performance incentive fee may be satisfied by either a cash payment or the issue of shares
(or by a combination of both) ultimately at the Board’s discretion and therefore falls within the
definition of a share-based payment under FRS 102.26. However, the Board considers that
the incentive fee arrangement should be accounted for as a cash-settled transaction, with the
option of settling in shares in the event of any cash flow restrictions.
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Notes to the Accounts
For the year ended 31 March 2026
1 Accounting policies
e) Share-based payments
The fair value of the amount payable to the Manager is recognised as an expense, with a
corresponding increase in liabilities (or equity if the share-based payment is settled by the issue
of shares) over the year in which the Manager becomes unconditionally entitled to payment or
when the Board considers it likely such payment will become due over the medium term.
The liability is remeasured at each balance sheet date and at settlement date. Any changes in
the fair value of the liability are recognised as a performance incentive fee in the Statement of
Comprehensive Income.
f) Basic financial instruments
Trade and other debtors
Trade and other debtors are recognised initially at transaction price less attributable
transaction costs. Subsequent to initial recognition, they are measured at amortised cost less
any impairment losses. If the arrangement constitutes a financing transaction, for example if
payment is deferred beyond normal business terms, then it is measured at the present value
offuture payments discounted at a market rate of interest for a similar debt instrument.
Trade and other creditors
Trade and other creditors are recognised initially at transaction price plus attributable
transaction costs. Subsequent to initial recognition, they are measured at amortised cost. If the
arrangement constitutes a financing transaction, for example if payment is deferred beyond
normal business terms, then it is measured at the present value of future payments discounted
at a market rate of interest for a similar debt instrument.
Investments in preference and ordinary shares
Investments in preference and ordinary shares are measured initially at transaction price
less attributable transaction costs. Subsequent to initial recognition, investments that can
be measured reliably are measured at fair value with changes recognised in profit or loss.
Otherinvestments are measured at cost less impairment through profit or loss.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances, call deposits, money market funds and
fixed-term funds.
g) Other financial instruments
Other financial instruments not meeting the definition of basic financial instruments include
non-current investments and are recognised initially at fair value. Subsequent to initial
recognition, other financial instruments are measured at fair value with changes recognised
through profit or loss except investments in equity instruments that are not publicly traded
and whose fair value cannot otherwise be measured reliably shall be measured at cost less
impairment.
h) Taxation
Any tax relief obtained in respect of management fees allocated to capital is reflected in the
capital column of the Statement of Comprehensive Income and a corresponding amount is
charged against the revenue column. The tax relief is the amount by which corporation tax
payable is reduced as a result of these capital expenses.
i) Deferred taxation
Provision is made for corporation tax at the current rates on the excess of taxable income over
allowable expenses. A provision is made on all material timing differences arising from the
different treatment of items for accounting and tax purposes. A deferred tax asset is recognised
only to the extent that there will be taxable profits in the future against which the asset can be
offset. It is considered too uncertain that this will occur and, therefore, no deferred tax asset
has been recognised.
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Notes to the Accounts
For the year ended 31 March 2026
1 Accounting policies
j) Reserves
Reserves are comprised of the following elements:
i. Capital reserve
1
The following are accounted for in this reserve:
ș Gains and losses on realisation of investments, including the reversal of prior year
revaluation reserves
ș 50% of management fee expense, together with the related tax effect to this reserve in
accordance with the policies
ș Income and costs for the year (capital items)
ii. Revaluation reserve (unrealised capital reserve)
Increases and decreases in the valuation of investments held at the year end against cost are
included in this reserve.
In accordance with stating all investments at fair value through profit and loss, all such
movements through both the revaluation and capital reserves are shown within the Statement
of Comprehensive Income for the year.
iii. Distributable reserve
1
The following are accounted for in this reserve:
ș Repurchase of shares
ș Cancellation of share premium and capital redemption reserve
ș Dividends paid
ș Income and costs for the year (revenue items)
iv. Capital redemption reserve
This reserve accounts for the nominal value of shares repurchased and cancelled by the
Company, less any amounts transferred to the distributable reserve.
v. Share premium account
The share premium account represents the amount received by the Company for shares issued
above their nominal value, less issue costs and amounts transferred to the distributable reserve.
vi. Called-up share capital
This accounts for the nominal value of the Company’s shares.
k) Investment recognition and derecognition
Investments are recognised at the trade date, being the date that the risks and rewards of
ownership are transferred to the Company. Upon initial recognition, investments are held at
thefair value of the consideration payable.
Transaction costs in respect of acquisitions made are recognised directly in the Statement
of Comprehensive Income. Investments are derecognised when the risks and rewards of
ownership are deemed to have transferred to a third party.
Upon realisation, the gain or loss on disposal is recognised in the Statement of
ComprehensiveIncome.
l) Critical accounting judgement and key sources of estimation uncertainty
The preparation of the financial statements requires the Board to make judgements and
estimates that affect the application of policies and reported amounts of assets, liabilities,
income and expenses. In the Board’s opinion, there was no critical accounting judgement
applied. The Board considers that the only area where the Board and the Manager make critical
estimates and assumptions that may have a significant effect on the financial statements relates
to the fair valuation of unquoted investments. Trading results of investee companies may differ
from the estimates made. The underlying assumptions are reviewed and approved on each
valuation date.
The Board considers that the fair value of investments not quoted in an active market involves
critical estimates and assumptions because they are determined by the Manager, using
valuation methods and techniques generally recognised as standard within the industry.
Valuations use observable data to the extent practicable. However, they also rely on significant
unobservable inputs about the maintainable earnings, comparable multiples and discounts.
Furthermore, changes in these inputs and assumptions could affect the reported fair value of
unquoted investments. The determination of what constitutes “observable” requires significant
judgement by the Manager. The Manager considers observable data to be market data that is
readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and
provided by independent sources that are actively involved in the relevant market. Both the
Audit Committee and the auditor review the Manager’s valuations in detail. Sensitivity analysis
is performed on the portfolio as a whole and for more detail on this please refer to note 15.
1. Total distributable reserves includes the distributable reserve, the capital reserve and unrealised losses on investments (excluding unrealised unquoted gains) held at the year end.
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Notes to the Accounts
For the year ended 31 March 2026
1 Accounting policies
l) Critical accounting judgement and key sources of estimation uncertainty
The Board notes that the Manager also makes estimates relating to the share-based payment
expense and liability but does not consider this to have a significant effect on the financial
statements.
The Board and the Manager have assessed the impact of climate-related risks on the financial
statements and do not consider there to be a material impact on the judgements and estimates
from the physical and transition climate-related risks.
2 (Income expense)/income
Year ended
31 March
2026
£’000
Year ended
31 March
2025
£’000
Dividend income 632 4,042
Deposit and similar interest received 253 251
Loan stock interest (expense)/income (1,161)¹ 509
(276) 4,802
1. During the year, £1.7 million of interest was written off in respect of Baron House Developments LLP (£1.0 million) and Cadbury
House Holdings Limited (£0.7 million).
3 Investment management fees
Year ended
31 March
2026
£’000
Year ended
31 March
2025
£’000
Investment management fees charged to the revenue account 786 907
Investment management fees charged to the capital account 786 907
1,572 1,814
The Manager advises the Company on investments under an agreement dated 4 July 2022.
The Manager receives an annual investment management fee, paid quarterly in advance, of an
amount equal to 2% of net assets of the Company.
If the normal ongoing expenses of the Company exceed 2.6% of the Company’s annual net
assets, the excess is borne by the Manager through a reduction in its fees. The excess at
31March 2026 was £333,000 (2025: £nil).
This agreement may be terminated by either party giving to the other not less than
12months’notice.
Details of the performance incentive fees are given in note 13.
4 Other expenses
Year ended
31 March
2026
£’000
Year ended
31 March
2025
£’000
Accounting and secretarial services 168 161
Directors’ remuneration 133 125
Auditor’s remuneration
1
85 85
Other
2
745 840
1,131 1,211
1. The auditor’s remuneration relates to the audit of the financial statements. There were no non-audit fees paid to the Company’s
auditor during the year (2025: £nil).
2. Other expenses is made up of a number of individually immaterial expenses.
The Manager is responsible for external costs such as legal and accounting fees incurred
on transactions that do not proceed to completion (“abort expenses”). In line with common
practice, the Manager retains the right to charge arrangement and syndication fees and
directors’ or monitoring fees to companies in which the Company invests.
The Manager is the Company Secretary and received annual fees, paid quarterly in advance,
for administration services provided of £168,000 (2025: £161,000). The annual administration
fee is calculated as £40,000 p.a. (which is subject to an annual RPI increase if positive), plus
0.125% of the Net Asset Value of the Company in excess of £10 million.
The normal annual running costs of the Company are capped at an amount equal to 2.6%
of the average net assets of the Company during the year, with any excess being borne by
theManager.
The Company did not have any employees in the current or prior year.
94
Foresight Ventures VCT Plc
Annual Report and Accounts 31 March 2026
Strategic ReportIntroduction Governance Financial Statements
Notes to the Accounts
For the year ended 31 March 2026
5 Tax on ordinary activities
Year ended 31 March 2026 Year ended 31 March 2025
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Current tax
Corporation tax — — — — — —
Total current tax — — — — — —
Deferred tax — — — — — —
Total tax — — — — — —
Factors affecting the total tax charge for the year:
The tax assessed for the year is lower (2025: lower) than the standard rate of corporation tax in the UK of 25.0% (2025: 25.0%).
The differences are explained below:
Year ended
31 March
2026
£’000
Year ended
31 March
2025
£’000
Loss on ordinary activities before taxation (1,238) (12,711)
Corporation tax at 25.0% (2025: 25.0%) (310) (3,178)
Effect of:
(Gains)/losses on investments (435) 3,622
Unutilised management expenses 903 567
Dividend income not taxable (158) (1,011)
Total tax charge for the year — —
As a qualifying VCT, the Company is exempt from tax on capital gains; therefore, no provision for deferred tax has been recognised in respect of any capital gains or losses arising on the revaluation
or disposal of investments.
A deferred tax asset is recognised only to the extent that there will be taxable profits in the future against which the asset can be offset. It is considered too uncertain that this will occur and,
therefore, no deferred tax asset has been recognised for surplus management expenses. At year end, there is an unrecognised deferred tax asset of approximately £2.8 million (2025: £1.9 million).
95
Foresight Ventures VCT Plc
Annual Report and Accounts 31 March 2026
Strategic ReportIntroduction Governance Financial Statements
6 Dividends
Year ended
31 March
2026
£’000
Year ended
31 March
2025
£’000
Dividends – paid in the year 4,436 4,102
Total dividends paid during the year out of the capital reserve was £4,436,000 (2025:
£4,102,000) as shown in the Reconciliation of Movements in Shareholders’ Funds on page 87.
Of the total dividends paid in the year, £468,000 (2025: £535,000) was reinvested under the
Company’s dividend reinvestment scheme.
In accordance with Section 259 of the Income Tax Act 2007, a VCT may not retain more than
15% of its qualifying income in any one accounting year. The payment of the dividends noted
above satisfies this requirement.
7 Return per share
Year ended
31 March
2026
£’000
Year ended
31 March
2025
£’000
Total loss after taxation (1,238) (12,711)
Total loss per share (note a) (1.2)p (8.5)p
Revenue (loss)/return from ordinary activities after taxation (2,193) 2,684
Revenue (loss)/return per share (note b) (2.1)p 1.8p
Capital return/(loss) from ordinary activities after taxation 955 (15,395)
Capital return/(loss) per share (note c) 0.9p (10.3)p
Weighted average number of shares in issue in the year
(note d) 105,760,291 149,786,977
Notes:
a) Total loss per share is total return after taxation divided by the weighted average number of shares in
issue during the year.
b) Revenue (loss)/return per share is revenue return after taxation divided by the weighted average number
of shares in issue during the year.
c) Capital return/(loss) per share is capital return after taxation divided by the weighted average number of
shares in issue during the year.
d) The weighted average number of shares is calculated by taking the number of shares issued and bought
back during the year, multiplying each by the percentage of the year for which that share number applies
and then totalling with the number of shares in issue at the beginning of the year.
Notes to the Accounts
For the year ended 31 March 2026
96
Foresight Ventures VCT Plc
Annual Report and Accounts 31 March 2026
Strategic ReportIntroduction Governance Financial Statements
Notes to the Accounts
For the year ended 31 March 2026
8 Investments held at fair value through profit or loss
Unquoted
Growth
£’000
Yield
Focused
£’000
Quoted
1
£’000
Total
£’000
Book cost at 1 April 2025 64,746 14,030 20,794 99,570
Unrealised and foreign exchange losses (9,868) (3,188) (10,669) (23,725)
Valuation at 1 April 2025 54,878 10,842 10,125 75,845
Movements in the year:
Purchases at cost 8,503 — — 8,503
Disposal proceeds (1,715) (1,679) (2,135) (5,529)
Realised losses on disposals (3,242) (2,152) (46) (5,440)
Foreign exchange losses (102) — — (102)
Unrealised gains/(losses) 5,941 1,671 (338) 7,274
Valuation at 31 March 2026 64,263 8,682 7,606 80,551
Book cost at 31 March 2026 68,292 10,199 18,613 97,104
Unrealised and foreign exchange losses (4,029) (1,517) (11,007) (16,553)
Valuation at 31 March 2026 64,263 8,682 7,606 80,551
1. At 31 March 2026, a portion of the Quoted portfolio was held with IBP Capital Markets Limited (“IBP”) with a value of £3,150,000. IBP was placed into special administration by the FCA. The assets relating to IBP are withheld and will be distributed as part of a Final Court
Approved Distribution Plan. For further information please refer to note 14.
Year ended
31 March
2026
£’000
Year ended
31 March
2025
£’000
Realised (losses)/gains on disposals (5,440) 154
Foreign exchange losses (102) (284)
Unrealised gains/(losses) 7,274 (14,182)
Deferred consideration receipts 9 893
Deferred consideration debtor movement — (1,069)
Gains/(losses) on investments per the Statement of Comprehensive Income 1,741 (14,488)
97
Foresight Ventures VCT Plc
Annual Report and Accounts 31 March 2026
Strategic ReportIntroduction Governance Financial Statements
Notes to the Accounts
For the year ended 31 March 2026
9 Debtors
As at
31 March
2026
£’000
As at
31 March
2025
£’000
Accrued interest 5,214 7,375
Prepayments 43 624
Other debtors
1
1,180 1,662
6,437 9,661
1. The Other debtors balance includes £0.6 million relating to the client money held with IBP, an expense rebate of £0.3 million due
from the Manager and £0.2 million relating to cash held with lawyers for an investment awaiting completion.
10 Creditors: amounts falling due within one year
As at
31 March
2026
£’000
As at
31 March
2025
£’000
Trade creditors 42 10
Other creditors 1,250 867
Accruals and deferred income 750 850
2,042 1,727
11 Called-up share capital
As at
31 March
2026
£’000
As at
31 March
2025
£’000
Issued, allotted, called up and fully paid:
104,505,042 (2025: 105,395,983) Ordinary Shares of 1p each 1,045 1,054
Share issues and share buybacks
During the year 5,150,720 shares and 532,664 shares were issued pursuant to an offer for
subscription and the dividend reinvestment scheme respectively. Shares were issued at issue
prices ranging from 87.2p to 96.5p per share.
This share issue was under the VCT provisions that commenced on 6 April 2006, namely: 30%
upfront income tax relief which can be retained by qualifying investors if the shares are held for
the minimum five-year holding period.
As part of the Company’s buyback programme, during the year, 6,574,325 shares were
purchased for cancellation at a cost of £5,729,000.
Shares No.
Share capital at 1 April 2024 177,546,529
Thames Ventures VCT 2 Plc merger 86,637,164
Share redesignation (147,531,473)
Shares allotted 890,331
Dividend reinvestment 926,331
Share buybacks (13,072,899)
Share capital at 1 April 2025 105,395,983
Shares allotted 5,150,720
Dividend reinvestment 532,664
Share buybacks (6,574,325)
Share capital at 31 March 2026 104,505,042
98
Foresight Ventures VCT Plc
Annual Report and Accounts 31 March 2026
Strategic ReportIntroduction Governance Financial Statements
Notes to the Accounts
For the year ended 31 March 2026
12 Net Asset Value per share
The Net Asset Value per share is based on net assets at the end of the year and on the number
of shares in issue at that date.
31 March
2026
31 March
2025
Net assets £88,839,000 £95,001,000
No. of shares at year end 104,505,042 105,395,983
Net Asset Value per share 85.0p 90.1p
13 Share-based payments
The Manager is entitled to a performance incentive fee, designated a share-based payment due
to its nature, equal to the lesser of:
i. 20% of the Distributions per Share paid from available distributable profits of the Company
attributable to the relevant Performance Period
ii. 20% of the Excess Annual Return per Ordinary Share, in each case, multiplied by the
weighted average number of Ordinary Shares in issue during the relevant Performance
Period. The Performance Fee would be payable by the 15th day following the expiry of the
Performance Period in respect of which it has been calculated
The first Performance Period ended on 31 March 2025 and each subsequent Performance
Period would be a period commencing on the date immediately following the expiry of the
previous Performance Period and ending 12 months later or, as the case may be, on the
termination of the Investment Services Agreement.
At 31 March 2026, the performance threshold was not satisfied and no expense or
liability was recognised (2025: no expense or liability). Further details on the Performance
IncentiveSchemeare available in the Foresight Ventures VCT Plc Prospectus, which is
withintheCompany’s regulatory announcements and can be accessed on the website
www. foresight.group/products/foresight-ventures-vct-plc.
14 Contingencies, guarantees and financial commitments
As outlined in note 17 to the Annual Report and Accounts for the year ended 31 March2024,
the Company has used IBP Capital Markets Limited (“IBP”) as custodian for its quoted
investments since September 2020. Appointing a custodian is a requirement of the FCA; IBP
is an FCA authorised and regulated wholesale broker, providing custody services and access
to equity and fixed income securities for non-retail clients (which includes the Company).
On 13October 2023, the FCA published a supervisory notice under section 55L(3)(a) of the
Financial Services and Markets Act 2000, imposing certain restrictions on IBP. On the same
date, IBP applied to the High Court and special administrators were appointed. During the
period since, the Manager has been actively collaborating with the special administrators
to reach a resolution, which has involved reconciling quoted stocks held with IBP (“Custody
Assets”) and cash held with IBP (“Client Money”). As at 13 October 2023, the Company held
Client Money of £1.1 million (1.2% of indicative NAV on the same date) and Custody Assets
of£16.9 million (19.5% of indicative NAV on the same date).
With regard to Custody Assets, whilst the final outcome remains subject to change, particularly
as additional claims may be made, there have so far been two differences of value identified,
together totalling a variance of £0.28 million, which was provided for at 31 March 2024.
Itwas announced on 17 May 2024 that the special administrators would be making an interim
distribution of 80% of eligible Custody Assets, and the transfer of these to the new custodian
completed on 19 July 2024. The Company is now able to trade these assets on the quoted
market. The remaining 20%, with a value of £3.15 million at 31 March 2026, will be distributed
as part of a Final Court Approved Distribution Plan, unless additional claims are made resulting
in a break.
With regard to Client Money, a progress report was released on 12 April 2024 which identified
a potential 44% cash shortfall equating to £0.46 million of Client Money held by the Company
which was provided for at 31 March 2024. Any further deduction for fees relating to the special
administration process is unknown at this point, but from the information available, these are
anticipated to be in the region of £0.48 million payable by the Company. These fees were
accrued for as at 31 March 2026.
The total potential exposure based on information available to date is therefore currently
estimated to be £1.22 million, representing 1.4% of NAV at 31 March 2026. As noted, the
outcome remains subject to change with the final distribution plan being shared following
the court proceedings. Timing of this is now currently anticipated to take place in 2026.
TheCompany will communicate with Shareholders if there is any new information which
materially impacts the numbers presented in this report.
99
Foresight Ventures VCT Plc
Annual Report and Accounts 31 March 2026
Strategic ReportIntroduction Governance Financial Statements
Notes to the Accounts
For the year ended 31 March 2026
15 Financial instrument risk management
The Company’s financial instruments comprise:
ș Equity shares, debt securities, quoted securities and fixed interest securities that are held in
accordance with the Company’s investment objective as set out in the Directors’ Report
ș Cash, liquid resources, short-term debtors and creditors that arise directly from the
Company’s operations
Classification of financial instruments
The Company held the following categories of financial instruments as at 31 March 2026:
31 March
2026
£’000
31 March
2025
£’000
Investment portfolio 80,551 75,845
Cash at bank 3,893 11,222
Debtors 6,394 9,661
Creditors (2,042) (1,727)
Total 88,796 95,001
The investment portfolio consists of quoted and unquoted investments. Unquoted investments
consist of equity in and loans to investee companies and are valued at fair value through profit
or loss.
The main financial risks arising from the Company’s financial instruments are market price risk,
interest rate risk, credit risk and liquidity risk. The Board regularly reviews and agrees policies
for managing each of these risks which are summarised below.
Market price risk
Market price risk arises from uncertainty about the future prices of financial instruments held in
accordance with the Company’s investment objectives. It represents the potential loss that the
Company might suffer through holding investments in the face of adverse market movements.
The Board manages market price risk through the application of venture capital disciplines and
investment structuring delegated to the Manager.
The investments in equity and loan stocks of unquoted companies are rarely traded, and as
such, the prices are more difficult to determine than the investments the Company holds in
more widely traded securities. In addition, the ability of the Company to realise the investments
at their carrying value will at times not be possible if there are no willing purchasers. The ability
of the Company to purchase or sell investments is also constrained by the requirements set
down for VCTs. The potential maximum exposure to market price risk, being the value of the
investment portfolio as at 31 March 2026, was £80,551,000 (2025: £75,845,000). Equity price
risk sensitivity analysis can be found on page 103.
Interest rate risk
The fair value of the Company’s fixed rate securities and the net revenue generated from the
Company’s floating rate securities may be affected by interest rate movements. Investments
are often in early-stage businesses, which are relatively high-risk investments sensitive to
interest rate fluctuations. Due to the short time to maturity of some of the Company’s fixed rate
investments, it may not be possible to reinvest in assets which provide the same rates as those
currently held. When making investments of an equity and debt nature, consideration is given
during the structuring process to the potential implications of interest rate risk and the resulting
investment is structured accordingly. The maximum exposure to interest rate risk at year end
was £17,950,000, being the total value of the loan stock investments and cash as at 31 March
2026 (2025: £24,255,000). Floating rate investments relate to the interest-bearing deposit
accounts and money market funds which earn interest related to the prevailing Bank of England
base rate. As at 31 March 2026, if the interest rate increased or decreased by ten basis points,
the interest earned would increase or decrease by £3,893 (2025: £11,222).
100
Foresight Ventures VCT Plc
Annual Report and Accounts 31 March 2026
Strategic ReportIntroduction Governance Financial Statements
Notes to the Accounts
For the year ended 31 March 2026
15 Financial instrument risk management
Interest rate risk
Total
portfolio
Weighted average
interest rate
Weighted average time
for which rate is fixed
31 March
2026
£’000
31 March
2025
£’000
31 March
2026
%
31 March
2025
%
31 March
2026
Days
31 March
2025
Days
Fixed rate 14,057 13,033 10.2 10.7 1,173 1,291
Floating rate 3,893 11,222 0.7 0.6
Total exposed to interest rate risk 17,950 24,255
Credit risk
Credit risk is the risk of failure by counterparties to deliver securities or cash to which the Company is entitled. The Company has exposure to credit risk in respect of the loan stock investments it
has made in investee companies, most of which have no security attached to them, and where they do, such security ranks beneath any bank debt that an investee company may owe. The Board
manages credit risk in respect of cash and cash equivalents by ensuring there is a spread of cash balances such that none exceed 15% of the Company’s total investment assets by VCT value. These
cash and cash equivalents are in investment-grade funds, and so credit risk is considered to be low. The Manager receives management accounts from portfolio companies, and members of the
Manager’s investment management team often sit on the boards of unquoted portfolio companies; this enables the close identification, monitoring and management of investment-specific credit risk.
The maximum exposure to credit risk at 31 March 2026 was £24,344,000 (2025: £33,292,000) based on cash and cash equivalents and other receivables (amounts due on investments, dividends and
interest). As at 31 March 2026, the Company’s assets are held in its own name in certificated form and therefore custodian default risk is negligible.
An analysis of the Company’s assets exposed to credit risk is provided in the table below:
31 March
2026
£’000
31 March
2025
£’000
Loan stock investments 14,057 13,033
Cash at bank 3,893 11,222
Other debtors 6,394 9,037
Total 24,344 33,292
101
Foresight Ventures VCT Plc
Annual Report and Accounts 31 March 2026
Strategic ReportIntroduction Governance Financial Statements
Notes to the Accounts
For the year ended 31 March 2026
15 Financial instrument risk management
Maturity profile of financial assets
The investments in equity and fixed interest stocks of unquoted companies that the Company
holds are not traded and they are not readily realisable. The Company may not be able to
realise the investments at their carrying value if there are no willing purchasers. The Company’s
ability to sell investments may also be constrained by the qualification requirements set down
for VCTs. The maturity profile of the Company’s loan stock investments disclosed below
indicates the time frame in which they become realisable.
To counter these risks to the Company’s liquidity, the Manager maintains sufficient cash and
money market funds to meet running costs and other commitments. The Company typically
deposits its surplus funds in high-quality money market and fixed-term funds which are all
accessible within seven days, in line with VCT rules.
Maturity analysis:
31 March
2026
£’000
31 March
2025
£’000
– in one year or less 17,412 27,120
– in more than one year but no more than two years 3,825 —
– in more than two years but no more than three years — 2,700
– in more than three years but no more than four years — —
– in more than four years but no more than five years — —
– over five years 3,107 3,472
Total 24,344 33,292
Sensitivity analysis
Equity price sensitivity
The Board believes the Company’s investments are mainly exposed to equity price risk, as the
Company holds all but one of its investments in the form of sterling-denominated investments
insmall companies.
All of the investments made in unquoted companies, irrespective of the instruments the
Company holds (whether shares or loan stock), carry a full equity risk, even though some of
the loan stocks may be secured on assets (as they will be behind any prior ranking bank debt
in the investee company). The Board considers that even the loan stocks are “quasi-equity” in
nature, as the value of the loan stocks is determined by reference to the enterprise value of the
investee company. Such value is considered to be sensitive to changes in quoted share prices,
in so far as such changes affect the enterprise value of unquoted companies.
The Board is required to consider the impact of a change in one or more of the inputs used in
the fair value measurement of investments in unquoted companies to a reasonable possible
alternative assumption. 60.5% by value of the assets in the investment portfolio have been
valued based at net assets, offer, round underway or the price of the last funding round,
and hence, would not be sensitive to such a change. The table on the following page shows
the impact on valuations and the net assets per share if there were to be a 15% movement
in the valuation multiples used in calculating the value of the remaining investments in the
portfolio, which are valued on an earnings multiple basis, revenue multiple basis, assets under
management (“AUM”) multiple basis or using the VC method. The impact of a change of 15% has
been selected as this is considered reasonable given the current level of volatility observed
both on a historical basis and market expectations for future movement.
102
Foresight Ventures VCT Plc
Annual Report and Accounts 31 March 2026
Strategic ReportIntroduction Governance Financial Statements
Notes to the Accounts
For the year ended 31 March 2026
15 Financial instrument risk management
Sensitivity analysis
Equity price sensitivity
Valuation methodology
Number of
companies
Weighted
average
multiple
including
discount factor
1
Valuation
(£’000)
Change in
valuation
if multiple
increased 15%
(£’000)
Change in
valuation
if multiple
decreased 15%
(£’000)
Change in NAV
per share
if multiple
increased 15%
(p)
Change in NAV
per share
if multiple
decreased 15%
(p)
Discounted revenue multiple 7 5.53 15,386 2,604 (2,574) 2.5 (2.5)
Independent valuation 2 0.00 5,575 — — — —
Bid price 23 0.00 7,606 — — — —
VC method/forecast revenue 2 3.98 3,242 485 (485) 0.5 (0.5)
Price of last funding round/net assets/round underway/offer 17 N/A 48,742 — — — —
Total 51 80,551 3,089 (3,059) 3.0 (3.0)
1. Weighted average of the valuation multiple used, discounted as appropriate for lack of marketability.
103
Foresight Ventures VCT Plc
Annual Report and Accounts 31 March 2026
Strategic ReportIntroduction Governance Financial Statements
Notes to the Accounts
For the year ended 31 March 2026
15 Financial instrument risk management
Sensitivity analysis
Interest rate sensitivity
Although the Company holds investments in loan stocks that pay interest, the Board does not
believe that the value of these instruments is interest rate sensitive. This is because most of the
interest is fixed, so not at risk of interest rate movements (2025: no interest rate risk).
Fair value hierarchy
The following table shows financial instruments recognised at fair value, analysed between
those whose fair value is based on:
ș Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1)
ș Inputs other than quoted prices included in Level 1 that are observable for the asset or
liability, either directly (as prices) or indirectly (derived from prices) (Level 2)
ș Inputs for the instrument that are not based on observable market data (unobservable
inputs) (Level 3)
As at 31 March 2026
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Quoted investments 7,606 — — 7,606
Unquoted investments — — 72,945 72,945
Financial assets 7,606 — 72,945 80,551
As at 31 March 2025
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Quoted investments 10,125 — — 10,125
Unquoted investments — — 65,720 65,720
Financial assets 10,125 — 65,720 75,845
Transfers
During the year, there were no transfers between Levels 1, 2 or 3.
16 Management of capital
The Company’s objectives when managing capital are to safeguard the Company’s ability to
continue as a going concern, so that it can provide an adequate return to Shareholders.
In accordance with VCT requirements, the Company must have at least 80% of its total assets
(as measured under VCT rules) in qualifying holdings (these being investments in a relatively
high-risk asset class of small UK companies meeting VCT requirements). Effective 6 April
2018, where new funds are raised, the Company must invest 30% of such funds in qualifying
holdings within 12 months following the end of the accounting year in which that capital was
subscribed, with the balance being invested within approximately three years of that capital
being subscribed. The Company accordingly has limited scope to manage its capital structure
in light of changes in economic conditions and the risk characteristics of the underlying assets.
Subject to this overall constraint upon changing the capital structure, the Company may adjust
the amount of dividends paid to Shareholders, issue new shares, or sell assets if so required to
maintain a level of liquidity to remain a going concern.
Although, as the investment policy implies, the Board may consider borrowing, there are no
current plans to do so. It regards the net assets of the Company as the Company’s capital, as
the level of liabilities is small and the management of them is not directly related to managing
the return to Shareholders. There has been no change in this approach from the previous year.
17 Related party transactions
No Director has an interest in any material contract to which the Company is a party other than
their appointment and remuneration as Directors. Please refer to page 74 for the Directors’
remuneration tables.
18 Transactions with the Manager
Foresight Group LLP earned fees of £1,572,000 in the year ended 31 March 2026 (2025:
£1,814,000).
Foresight Group LLP is the Company Secretary and received accounting and company
secretarial services fees of £168,000 during the year (2025: £161,000). Foresight Promoter
LLP, a related party to the Manager, earned fees of £77,000 (2025: £5,000) in respect of costs
incurred related to share allotments in the year.
As at 31 March 2026, the amount due from Foresight Group LLP was £353,000 (2025: £7,000).
No amounts have been written off in the year in respect of debts due to or from the Manager.
104
Foresight Ventures VCT Plc
Annual Report and Accounts 31 March 2026
Strategic ReportIntroduction Governance Financial Statements
Notes to the Accounts
For the year ended 31 March 2026
19 Related undertakings
Under Section 409 of the Companies Act 2006, the Company is required to disclose details of all its related undertakings, which are defined as undertakings where the Company owns 20% or more
of the nominal value of any class of shares as at 31 March 2026. These are listed below. The percentage holdings do not necessarily reflect the percentage voting rights in the undertakings as a
whole, as they may have two or more classes of shares with differing rights. All holdings are direct.
Please note that where holdings stated are above 50%, this is as a result of (i) holding 50% or more of a particular share class as opposed to the entire share capital, (ii) holding 50% or more of the
share capital but with restricted rights, or (iii) is a legacy, historic, permitted non-qualifying holding and, therefore, not in breach of VCT rules.
Investee company name Registered address and principal place of business Latest accounts year end
Retained
profit/(loss)
£’000
Net assets/
(liabilities)
£’000
Class and
percentage
of shares held
Cadbury House Holdings Limited 10 Lower Thames Street, London, EC3R 6AF 30 September 2024 94 2,206 50% Ordinary shares
Cambridge Touch Technologies Ltd Parallax 270 Cambridge Science Park, Milton Road,
Cambridge, CB4 0WE
30 September 2025 (28,434) 421 34% Preference shares
37% Preference 2 shares
Doneloans Limited
1
27–28 The Courtyard Galgorm Castle Galgorm Road,
Ballymena, Co. Antrim, Northern Ireland, BT42 1HL
31 March 2025 N/A (158) 50% Ordinary shares
Maestro Media Limited
(t/a BBC Maestro)
14 New Wharf Road, London, N1 9RT 31 December 2024 (21,319) 3,632 43% D1 Ordinary shares
50% E1 Ordinary shares
49% F1 Ordinary shares
FundingXchange Limited Office 9, Dalton House, 60 Windsor Avenue, London, SW19 2RR 31 December 2024 (12,365) 7,054 32% B1 Ordinary shares
24% B6 Preferred shares
Kluster Enterprises Limited 86–90 Paul Street, London, EC2A 4NE 31 December 2024 (4,979) 94 54% A1 Preference shares
Virtual Class Ltd 68 Hanbury Street, London, E1 5JL 31 July 2025 (15,640) (1,128) 52% C2 Ordinary shares
43% E Ordinary shares
45% F2 Ordinary shares
Hackajob Ltd 3rd Floor 1 Ashley Road, Altrincham, Cheshire, WA14 2DT 31 January 2025 (36,598) (21,139) 45% B Preference shares
EM Scientific Limited (t/a Inoviv) Mereside, Alderley Park, Macclesfield, SK10 4TG 31 December 2025 (9,495) 439 25% Series Seed-2 shares
Rated People Limited 35 Luke Street, London, EC2A 4LH 30 June 2025 (31,821) (6,738) 42% C Ordinary shares
TidalSense Limited The Vinery, 15a Vinery Road, Cambridge, CB1 3DN 31 December 2024 (9,255) (231) 21% A Ordinary shares
Trinny London Limited 2nd Floor 5 Jubilee Place, Chelsea, London, SW3 3TD 30 March 2025 1,491 11,190 44% B2 Preferred shares
1. In accordance with Section 444 of the Companies Act 2006, the company’s accounts have been prepared in accordance with the micro-entity provisions and therefore do not display the retained profit or loss.
105
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Strategic ReportIntroduction Governance Financial Statements
Notes to the Accounts
For the year ended 31 March 2026
20 Post-balance sheet events
Following the year end, under the offer for subscription to raise up to £10 million (with an overallotment facility to raise up to a further £5 million) dated 14 October 2025, the Company made the
following issues:
Date Shares
NAV to
calculate
issue price
2 April 2026 2,972,989 88.4p
5 May 2026 39,545 88.4p
Total 3,012,534
The offer was closed on 5 May 2026 having raised £5.2 million.
Between the year-end date and the date of this report, the Company invested a total of £0.2 million in one existing portfolio company. With regard to the Quoted portfolio, the Company reduced its
holdings in Dillistone Group Plc, Cohort Plc, Vanguard FTSE U.K. Equity Income Index Fund GBP Acc and SysGroup Plc, generating proceeds of £0.7 million.
106
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Notice is hereby given that the Annual General Meeting of Foresight Ventures VCT Plc (the
“Company”) will be held at the offices of Foresight Group LLP, The Shard, 32 London Bridge
Street, London, SE1 9SG at 1.00pm on 21 September 2026 (the “AGM”) for the transaction of
the following business:
If you intend to attend the AGM, please also notify us by email to
investorrelations@foresightgroup.eu in case there are any changes to arrangements
that need to be communicated at short notice.
As Ordinary Business, to consider and, if thought fit, pass the following resolutions which will be
proposed as
Ordinary Resolutions:
1. To receive and adopt the Report and Accounts of the Company for the year ended
31March 2026, together with the Independent Auditor’s Report thereon.
2. To approve the Directors’ Remuneration Report.
3. To approve the Directors’ Remuneration Policy.
4. To re-appoint BDO LLP as auditor of the Company and to authorise the Directors to
determine their remuneration.
5. To re-elect Atul Devani as a Director.
6. To re-elect Chris Allner as a Director.
7. To re-elect Andrew Mackintosh as a Director.
8. To elect Stella Panu as a Director.
9. To approve the payment of a final dividend in respect of the financial year ended
31March2026 of 1.8p per ordinary share of 1p each in the capital of the Company
payableon 30 October 2026 to Shareholders on the register on 16 October 2026.
As Special Business, to consider and, if thought fit, pass the following resolutions:
Ordinary Resolution:
10. That, in addition to all existing authorities, the Directors be and they are authorised to allot
and issue relevant securities generally and to grant rights to subscribe for or to convert any
security into shares in the Company, in accordance with Section 551 of the Companies Act
2006, up to a nominal amount of £390,000 (representing approximately 36.3% of the current
issued Ordinary Share capital) provided that the authority and power conferred by this
Resolution 10 will expire on the fifth anniversary of the passing of this resolution.
Special Resolutions:
11. That, in addition to all existing authorities, the Directors be and they are empowered
pursuant to Section 570 and Section 573 of the Companies Act 2006 to allot equity
securities (within the meaning of Section 560 of that Act) pursuant to the authority conferred
by Resolution 10 as if Section 561(1) of that Act did not apply to any such allotment,
provided that this power shall be limited to:
i. The allotment of equity securities with an aggregate nominal value of up to £300,000 by
way of issues of Ordinary Shares pursuant to offer(s) for subscription
ii. The allotment of equity securities with an aggregate nominal value of up to 20% of the
issued share capital of the Company by way of an issue of Ordinary Shares pursuant to
the performance incentive arrangements with Foresight Group LLP described on page
27 of the Company’s Securities Note dated 14 October 2025
iii. The allotment of equity securities with an aggregate nominal value of an amount up
to or equal to 10% of the issued Ordinary Share capital of the Company from time to
time, in each case where the proceeds of such issue may in whole or part be used to
purchase the Company’s shares
iv. This authority will expire at the conclusion of the Annual General Meeting to be held in
2027
Notice of Annual General Meeting
of Foresight Ventures VCT Plc
107
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Annual Report and Accounts 31 March 2026
Strategic ReportIntroduction Governance Financial Statements
Notice of Annual General Meeting
of Foresight Ventures VCT Plc
Special Resolutions:
12. That the Company be and is hereby generally and unconditionally authorised for the
purpose of Section 701 of the CA 2006 to make one or more market purchases (as defined
in Section 693(4) of CA 2006) of shares provided that:
a) The maximum number of shares hereby authorised to be purchased is 16,116,885,
representing approximately 14.99% of the present issued share capital of the Company
b) The minimum price (exclusive of expenses) which may be paid for such shares is 1p (the
nominal amount thereof)
c) The maximum price (exclusive of expenses) which may be paid for such shares shall be
an amount equal to 105% of the average of the middle market quotation for such class
of the Company’s shares, taken from the daily official list of the London Stock Exchange
for the five business days immediately preceding the day on which the shares are
purchased
and this power, unless previously varied, revoked or renewed, shall come to an end at the
conclusion of the Annual General Meeting of the Company next following the passing of this
resolution or, if earlier, on the expiry of 15 months from the passing of this resolution, save that
the Company may purchase its shares after such date in pursuance of a contract or contracts
made prior to the expiration of this authority.
By order of the Board
Foresight Group LLP
Company Secretary
The Shard
32 London Bridge Street
London
SE1 9SG
17 July 2026
Note:
Information regarding the Annual General Meeting, including the information required by Section
311A of the CA 2006, is available from www.foresightgroup.eu.
108
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Strategic ReportIntroduction Governance Financial Statements
a) A member entitled to attend and vote at the Annual General Meeting may appoint the Chair
as their proxy although the Chair will not speak for the member.
b) To be valid, a Form of Proxy and the power of attorney or other written authority, if any,
under which it is signed or an office or notarially certified copy or a copy certified in
accordance with the Powers of Attorney Act 1971 of such power and written authority, must
be delivered to the Company’s registrar, The City Partnership (UK) Limited, or electronically
at proxies@city.uk.com, in each case not less than 48 hours (excluding weekends and public
holidays) before the time appointed for holding the Annual General Meeting or adjourned
meeting at which the person named in the Form of Proxy proposes to vote.
c) In order to revoke a proxy instruction, a member will need to inform the Company using one
of the following methods:
ș By sending a signed hard copy notice clearly stating the intention to revoke the proxy
appointment to the Company’s registrar, The City Partnership (UK) Limited. In the case
of a member which is a company, the revocation notice must be executed under its
common seal or signed on its behalf by an officer of the company or an attorney for
the company. Any power of attorney or any other authority under which the revocation
notice is signed (or a duly certified copy of such power or authority) must be included
with the revocation notice
ș By sending an email to proxies@city.uk.com
In either case, the revocation notice must be received by the Company’s registrar 48 hours
(excluding weekends and public holidays) before the Annual General Meeting. If a member
attempts to revoke their proxy appointment but the revocation is received after the time
specified then, subject to note (d) directly below, the proxy appointment will remain valid.
d) Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company
has specified that only those holders of the Company’s shares registered on the Register
of Members of the Company as at 1.00pm on 17 September 2026 or, in the event that the
Annual General Meeting is adjourned, on the Register of Members as at close of business
48hours before any adjourned meeting, shall be entitled to attend and vote at the said
Annual General Meeting in respect of such shares registered in their name at the relevant
time. Changes to entries on the Register of Members after 1.00pm on 17 September 2026
or,in the event that the Annual General Meeting is adjourned, on the Register of Members
less than 48 hours before any adjourned meeting, shall be disregarded in determining the
right of any person to attend and vote at the Annual General Meeting.
e) A personal reply-paid form of proxy is enclosed with this document. To be valid, the
enclosed form of proxy for the meeting, together with the power of attorney or other
authority, if any, under which it is signed or a notarially certified or office copy thereof, must
be deposited at the offices of the Company’s registrar, The City Partnership (UK) Limited,
The Mending Rooms, Park Valley Mills, Meltham Road, Huddersfield HD4 7BH, so as to be
received no later than 1.00pm on 17 September 2026 or 48 hours before the time appointed
for any adjourned meeting or, in the case of a poll taken subsequent to the date of the
meeting or adjourned meeting, so as to be received no later than 24 business hours before
the time appointed for taking the poll.
f) Please note that you can vote your shares electronically by accessing
www.foresightventures-agm.city-proxyvoting.uk. You will need your City Investor Number
(“CIN”) and Access Code which can be found on the proxy form or the meeting notification
thatyou received.
g) As at 9.00am on 17 July 2026, the Company’s issued share capital comprised 107,517,576
Ordinary Shares and the total number of voting rights in the Company was 107,517,576. The
Company website, www.foresight.group/products/foresight-ventures-vct-plc, will include
information on the number of shares and voting rights.
Notes
109
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Strategic ReportIntroduction Governance Financial Statements
Notes
h) If you are a person who has been nominated under Section 146 of the CA 2006 to enjoy
information rights (“Nominated Person”):
You may have a right under an agreement between you and the member of the Company who
has nominated you to have information rights (“Relevant Member”) to be appointed or to have
someone else appointed as a proxy for the Annual General Meeting:
ș If you either do not have such a right or if you have such a right but do not wish to
exercise it, you may have a right under an agreement between you and the Relevant
Member to give instructions to the Relevant Member as to the exercise of voting rights
ș Your main point of contact in terms of your investment in the Company remains the
Relevant Member (or, perhaps your custodian or broker) and you should continue to
contact them (and not the Company) regarding any changes or queries relating to your
personal details and your interest in the Company (including any administrative matters).
The only exception to this is where the Company expressly requests a response
fromyou
i) A corporation which is a member can appoint one or more corporate representatives who
may exercise, on its behalf, all its powers as a member provided that no more than one
corporate representative exercises powers over the same share.
j) A vote withheld is not a vote in law, which means that the vote will not be counted in the
calculation of votes for or against the resolution. If no voting indication is given, the proxy will
vote or abstain from voting at their discretion. The proxy will vote (or abstain from voting) as
they think fit in relation to any other matter which is put before the Annual General Meeting.
k) Except as provided above, members who have general queries about the Annual General
Meeting should write to the Chair at the registered office.
l) Members may not use any email address provided either in this notice of Annual General
Meeting, or any related documents (including the Chair’s letter and Form of Proxy), to
communicate with the Company for any purposes other than those expressly stated.
110
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AIC The Association of Investment Companies is the United Kingdom trade
association for the closed-ended investment company industry.
VCT A Venture Capital Trust as defined in the Income Tax Act 2007.
Net Asset Value or NAV The Net Asset Value (“NAV”) is the amount by which total assets
exceed total liabilities, i.e. the difference between what the Company
owns and what it owes. It is equal to Shareholders’ equity, sometimes
referred to as Shareholders’ funds.
Net Asset Value per
share or NAV per share
Net Asset Value expressed as an amount per share.
NAV Total Return since
inception
The NAV per share at the end of the year based on 100.0p invested at
launch of 36.2p (2025: 38.4p) plus all dividends paid per share since
inception being 50.3p (2025: 48.5p). This giving NAV Total Return of
86.5p (2025: 86.9p).
NAV Total Return per
share in the year
The NAV per share at the end of the year being 85.0p (2025: 90.1p)
plus all dividends paid per share in the year being 4.2p (2025: 4.6p
(rebased)). As such, NAV Total Return per share was 89.2p (2025:
94.7p).
Movement in NAV Total
Return per share
This is the percentage change in the NAV per share at the start of the
year being 90.1p (2025: 108.1p (rebased)), to the NAV Total Return per
share being 89.2p (2025: 94.7p). Therefore, the movement in Net Asset
Value Total Return in the year is (1.0)% (2025: (12.4)%).
Premium/(discount) to
NAV
A discount to NAV is the percentage by which the mid-market share
price of the Company of 85.0p (2025: 94.5p) is higher/(lower) than
the Net Asset Value per share of 85.0p (2025: 90.1p). This giving a
premium to NAV of 0.0% (2025: premium to NAV of 4.9%).
Dividends paid in
theyear
The total dividends paid in the year per share of 4.2p (2025:
4.6p (rebased)). Dividends prior to the share redesignation on
15November 2024 have been rebased using a conversion ratio
of0.426292370240712.
Dividend yield The sum of dividends paid during the year of 4.2p (2025: 4.6p
(rebased)) expressed as a percentage of the mid-market share price at
the year-end date of 85.0p (2025: 94.5p). This giving a dividend yield
of 4.9% (2025: 4.9%).
Shares bought back in
the year
The total number of shares which were bought back in the year, being
6,574,325 (2025: 13,072,899).
Average discount on
buybacks
The average of the percentage by which the buyback price is lower
than the Net Asset Value per share at the point of the buyback.
Ongoing charges ratio The sum of expenditure incurred in the ordinary course of business
in the year being £2.4 million (2025: £2.6 million) expressed as a
percentage of the average Net Asset Value being £93.2 million (2025:
£102.2 million). This giving an ongoing charges ratio of 2.6% (2025:
2.5%).
Qualifying Company A company satisfying certain conditions under the VCT legislation.
The conditions are detailed but include that the company must be
unquoted (companies listed on AIM or AQUIS can qualify), have a
permanent establishment in the UK, apply the money raised for the
purposes of growth and development of a qualifying trade within
a certain time period and not be controlled by another company.
There are additional restrictions relating to the size and stage of the
company to focus investment into earlier-stage businesses, as well
as maximum investment limits (certain of such restrictions and limits
being more flexible for “knowledge intensive” companies). VCT funds
cannot be used by a Qualifying Company to acquire shares in another
company or a trade.
Qualifying investment An investment which consists of shares or securities first issued to
the VCT (and held by it ever since) by a Qualifying Company and
satisfying certain conditions under the VCT legislation.
Manager Foresight Group LLP.
Foresight Group Foresight Group Holdings Limited and its subsidiary companies and
undertakings (which includes the Manager).
Glossary of Terms
111
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Strategic ReportIntroduction Governance Financial Statements
Beware of share fraud
Fraudsters use persuasive and high-pressure tactics to lure
investors into scams.
They may offer to sell shares that turn out to be worthless or
non-existent, or to buy shares at an inflated price in return for
an upfront payment.
While high profits are promised, if you buy or sell shares in
this way you will probably lose your money.
How to avoid share fraud
ș Keep in mind that firms authorised by the FCA are unlikely
to contact you out of the blue with an offer to buy or sell
shares.
ș Do not get into a conversation, note the name of the
person and firm contacting you and then end the call.
ș Check the Financial Services Register from www.fca.org.uk
to see if the person and firm contacting you is authorised
by the FCA.
ș Beware of fraudsters claiming to be from an authorised
firm, copying its website or giving you false contact details.
ș Use the firm’s contact details listed on the Register if you
want to call it back.
ș Call the FCA on 0800 111 6768 if the firm does not have
contact details on the Register or you are told they are out
of date.
ș Search the list of unauthorised firms to avoid at
www.fca.org.uk/scams.
ș Consider that if you buy or sell shares from an
unauthorised firm you will not have access to the
FinancialOmbudsman Service or Financial Services
Compensation Scheme.
ș Think about getting independent financial and professional
advice before you hand over any money.
ș Remember: if it sounds too good to be true, it probably is!
Report a scam
If you are approached by fraudsters please tell the FCA using
the share fraud reporting form at www.fca.org.uk/scams,
where you can find out more about investment scams.
You can also call the FCA Consumer Helpline on
0800 111 6768.
If you have already paid money to share fraudsters you
should contact Action Fraud on 0300 123 2040.
In association with
Financial Conduct Authority
5,000 people contact the Financial Conduct Authority about
share fraud each year, with victims losing an average of £20,000.
112
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For details on the Company’s investment policy, please refer
to the Strategic Report.
www.foresightgroup.eu/products/foresight-ventures-vct-plc
Enquiries
The Board and Manager are always keen to hear from
investors. If you have any feedback about the service you
receive or any queries relating to Foresight Ventures VCT Plc,
please contact the Investor Relations team:
020 3667 8181
InvestorRelations@foresightgroup.eu
www.foresightgroup.eu
Annual and Half-Yearly Reports, as well as quarterly
factsheets and information on new investments, can be
viewed online.
Shareholders can arrange a mutually convenient time to
meet the Manager’s investment team. Please contact Investor
Relations if you are interested.
Key dates
Annual General Meeting
21 September
2026
Half-Year results to 30 September 2026 December 2026
Annual results to 31 March 2027 July 2027
Dividends
Dividends are paid by the registrar, The City Partnership,
on behalf of the Company. Shareholders who wish to have
dividends paid directly into their bank account, rather than by
cheque to their registered address, can make arrangements
to do this by contacting the Company’s registrar.
The Company operates a dividend reinvestment scheme
to allow Shareholders to reinvest their dividends in new
shares and obtain income tax relief on that new investment.
Shareholders can opt in to the dividend reinvestment scheme
through the Investor Hub.
foresight-ventures-vcts.cityhub.uk.com/login
Investors can manage their shareholding online using The City
Partnership’s Investor Hub.
Holdings
If you have any queries regarding your shareholding in
Foresight Ventures VCT Plc, please contact the registrar.
Notification of change of address
Hard copy communications with Shareholders are mailed to
the registered address held on the share register. In the event
of a change of address, or other amendment, this should be
notified to the Company’s registrar under the signature of the
registered holder.
The City Partnership can be contacted as follows:
01484 240 910
registrars@city.uk.com
Shareholder Information
Foresight Ventures VCT Plc is a Venture Capital Trust seeking to deliver private
investors with attractive returns from a portfolio of VCT qualifying investments.
113
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Strategic ReportIntroduction Governance Financial Statements
Privacy policy
We respect your privacy and are committed to protecting
your personal data. If you would like to find out more about
the measures the Manager takes in processing your personal
information, please refer to the privacy policy, which can be
found at www.foresightgroup.eu/privacy-policy.
Share buyback dates
Share buybacks are timed to avoid the Company’s closed
periods. Buybacks will generally take place, subject to
demand, during the following times of the year:
ș January, after the Half-Yearly Report has been published
ș March, prior to the end of the financial year
ș August, after the Annual Report has been published
ș September, prior to the Half-Yearly reporting date of
30September
Trading shares
The Company’s shares are listed on the London Stock
Exchange. Share price information is available on Foresight
Group LLP’s website and can also be obtained from many
financial websites.
The Company’s shares can be bought and sold in the same
way as any other quoted company on the London Stock
Exchange via a stockbroker. The primary market maker for
Foresight Ventures VCT Plc is Panmure Liberum Limited.
You can contact Panmure Liberum by phone on
02078862716 or 0207 886 2717.
Investment in VCTs should be seen as a long-term investment
and Shareholders selling their shares within five years
of original subscription may lose any tax reliefs claimed.
Investors who are in any doubt about selling their shares
should consult their independent financial adviser (“IFA”).
Please contact the Manager if you or your adviser have any
questions about this process.
Important information
Foresight Ventures VCT Plc currently conducts its affairs so
that its shares can be recommended by IFAs to ordinary retail
investors in accordance with the FCA’s rules in relation to
non-mainstream pooled investment products and intends to
continue to do so for the foreseeable future.
The shares are excluded from the FCA’s restrictions which
apply to non-mainstream pooled investment products
because they are shares in a VCT.
Past performance is not necessarily a guide to future
performance. Stock markets and currency movements may
cause the value of investments and the income from them to
fall as well as rise and investors may not get back the amount
they originally invested. Where investments are made in
unquoted securities and smaller companies, their potential
volatility increases the risk to the value of, and the income
from, the investment.
Additional Information
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Corporate Information
Company number
03150868
Directors
Atul Devani (Chair)
Chris Allner
Andrew Mackintosh
Stella Panu (appointed 23 September 2025)
Company Secretary
Foresight Group LLP
The Shard
32 London Bridge Street
London
SE1 9SG
Manager
Foresight Group LLP
The Shard
32 London Bridge Street
London
SE1 9SG
www.foresightgroup.eu
investorrelations@foresightgroup.eu
Auditor
BDO LLP
55 Baker Street
London
W1U 7EU
VCT status advisers
Philip Hare & Associates LLP
Hamilton House
1 Temple Avenue
Temple
London
EC4Y 0HA
Registrar
City Partnership (UK) Limited
The Mending Rooms
Park Valley Mills
Meltham Road
Huddersfield
HD4 7BH
01484 240 910
registrars@city.uk.com
foresight-ventures-vcts.cityhub.uk.com/login
Market maker
Panmure Liberum Limited
Level 12, Ropemaker Place
25 Ropemaker Street
London
EC2Y 9LY
Banker
Royal Bank of Scotland
Liverpool CSC, Stephenson Way
Wavertree
Liverpool
L13 1HE
Legal advisers
RW Blears LLP
1st Floor
6 Kinghorn Street
London
EC1A 7HT
115
Foresight Ventures VCT Plc
Annual Report and Accounts 31 March 2026
Strategic ReportIntroduction Governance Financial Statements
Notes
116
Foresight Ventures VCT Plc
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Strategic ReportIntroduction Governance Financial Statements
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VENTURES VCT PLC
Foresight Ventures VCT Plc
The Shard
32 London Bridge Street
London
SE1 9SG