# Foresight Ventures VCT Plc Annual Report and Accounts 31 March 2026 **Foresight** Invest Build Grow ![img-0.jpeg](img-0.jpeg) --- # Our Purpose Foresight Ventures VCT Plc (the “Company”) is a Venture Capital Trust (“VCT”) aiming to provide private investors with attractive returns from a portfolio of VCT qualifying investments. ## Key objectives Payment of annual dividends of at least 4% of net assets Provide private investors with attractive returns from a portfolio of investments focused on unquoted companies Maintain a programme of regular share buybacks at a discount 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 ## Key dates | Annual General Meeting | 21 September 2026 | | --- | --- | | Half-Yearly results to 30 September 2026 | December 2026 | | Annual results to 31 March 2027 | July 2027 | ## Manager awards ![img-1.jpeg](img-1.jpeg) ![img-2.jpeg](img-2.jpeg) ![img-3.jpeg](img-3.jpeg) ![img-4.jpeg](img-4.jpeg) ![img-5.jpeg](img-5.jpeg) --- 1 Foresight Ventures VCT Plc Annual Report and Accounts 31 March 2026 Introduction Strategic Report Governance Financial Statements # Contents 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 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 www.foresight.group/products/foresight-ventures-vct-plc ![img-6.jpeg](img-6.jpeg) --- 2 **Foresight Ventures VCT Plc** Annual Report and Accounts 31 March 2026 Introduction Strategic Report 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 - 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. - The Company fully exited its investments in CAI Software LLC, Glisser Limited, Limitless Technology Limited, Gatewalks Limited, Pilgrim Trading Limited, Kimbolton Lodge Limited, Flowgroup Plc and Libertine Holdings Plc, realising losses of **£6.6 million** in the year and returning proceeds of **£2.1 million** to the Company. - 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. - 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**. - A final dividend in relation to the financial year end 31 March 2025 of **1.8p** per share was paid on 17 October 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** to Shareholders. - During the year, under the Offers for subscription dated 11 October 2024 and 14 October 2025, **£4.9 million** of new funds were raised. An additional **£2.7 million** was raised post year end. - 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. ![img-7.jpeg](img-7.jpeg) --- 3 **Foresight Ventures VCT Plc** Annual Report and Accounts 31 March 2026 Introduction Strategic Report Governance Financial Statements ## Financial Highlights ### Key metrics | | 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 ('APMV') can be found in the Glossary on page 111. 2. Where applicable, figures have been released following the share redemptions on 15 November 2024 using a conversion ratio of 0.4242/0.2703/0.0712. ![img-8.jpeg](img-8.jpeg) --- 4 Foresight Ventures VCT Plc Annual Report and Accounts 31 March 2026 Introduction Strategic Report Governance Financial Statements # Chair's Statement ![img-9.jpeg](img-9.jpeg) "I am pleased to present to Shareholders the Company's Annual Report and Accounts for the year ended 31 March 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. I would 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. As part 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 11.0% 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 17 October 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 8.6p 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 11 October 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. --- 5 **Foresight Ventures VCT Plc** Annual Report and Accounts 31 March 2026 Introduction | Strategic Report | Governance | Financial Statements ## Chair's Statement ### Investment performance and portfolio activity During the year under review, the Company invested £8.5 million in 12 Unquoted Growth companies, two of which were new to the portfolio, and received proceeds of £0.5 million from the full and partial realisations of investments across our unquoted and quoted portfolios. The whole portfolio showed net valuation gains of £1.7 million, 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 and Yield 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 round at 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 £1.6 million following a funding round completed in March 2026 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 Funding/Exchange Limited, which decreased in value by £1.7 million due to slower-than-anticipated commercial progress, and Cambridge Touch Technologies Limited, which decreased by £1.1 million as a result of continued capital requirements. Ecstase Limited (trading as ADAV) was written 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 £1.3 million 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 combined proceeds. Further details on the investment portfolio can be found within the Manager's Review and the Portfolio Overview on pages 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 of quoted 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. --- 6 Foresight Ventures VCT Plc Annual Report and Accounts 31 March 2026 Introduction Strategic Report Governance Financial Statements # Chair's Statement # 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 the year: - January, after the Half-Yearly Report has been published - March, prior to the end of the financial year - August, after the Annual Report has been published - September, prior to the Half-Yearly reporting date of 30 September 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 November 2024. 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 Aliner 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 22 September 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. ![img-10.jpeg](img-10.jpeg) --- 7 **Foresight Ventures VCT Plc** Annual Report and Accounts 31 March 2026 Introduction | Strategic Report | 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 23 September 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 the Company. ### 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 28% 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 April 2026, 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 that raise 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 17 September 2026 and to forward any questions by email to investorrelations@foresightgroup.eu in advance of the 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 and strategically 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 --- 8 **Foresight Ventures VCT Plc** Annual Report and Accounts 31 March 2026 Introduction | Strategic Report | Governance | Financial Statements ## Chair's Statement ### Dividend history | Date | Dividend per share | Dividend per share (rebased) | | --- | --- | --- | | 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) | | --- | --- | --- | | 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 released dividends and NAV per share following the share reintegration on 15 November 2024 conversion ratio of 0.4262925932407.18. For the purposes of providing historic investors with a comprehensive view of the Company's performance, the current year figures have been released in the table above. --- 9 Foresight Ventures VCT Pw Copyright © 2018 by Foresight, 8 March 2018 Introduction Strategic Report Governance Financial Statements # Strategic Report What's in this section 10 Evolution of Foresight Ventures VCT Pw 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 Visibility Statement ![img-11.jpeg](img-11.jpeg) --- 10 Foresight Ventures VCT Plc Annual Report and Accounts 31 March 2024 Introduction | Strategic Report | 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. ![img-12.jpeg](img-12.jpeg) --- 11 Foresight Ventures VCT Plc Annual Report and Analysis 31 March 2026 Introduction Strategic Report Governance Financial Statements # Manager's Review Unquoted Growth portfolio ![img-13.jpeg](img-13.jpeg) "We are pleased to present our Manager's Review for the year ended 31 March 2026." Richard Lewis Foresight Group LLP 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 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. ## Portfolio diversification ### Sector by cost ![img-14.jpeg](img-14.jpeg) - Consumer | 18% - Deep tech | 25% - Software | 38% - Healthcare | 19% ### Sector by valuation ![img-15.jpeg](img-15.jpeg) - Consumer | 20% - Deep tech | 38% - Software | 26% - Healthcare | 16% --- 12 **Foresight Ventures VCT Plc** Annual Report and Accounts 31 March 2026 Introduction Strategic Report Governance Financial Statements ## Manager's Review ### Unquoted Growth portfolio #### 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. #### SPACEFLUX ##### Spaceflux 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. #### AUDIOSCENIC ##### Audioscenic Limited In April 2025, the Company completed a follow-on investment of £0.7 million into Audioscenic, an immersive 3D audio software business, alongside £1.3 million 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. ##### Dragonfly AI ##### Dragonfly Technology Solutions Limited 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. ##### evergrowth ##### Evergrowth Holdings Inc. In November 2025, the Company invested £0.9 million (£1 million) 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. ##### Cambridge Touch Technologies ##### Cambridge Touch Technologies Limited In October 2025, the Company invested a further £0.8 million into Cambridge Touch Technologies. Cambridge Touch 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 to progress towards its first commercial revenues. ##### inoviv ##### EM Scientific Limited (t/a Inoviv) 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. --- 13 **Foresight Ventures VCT Plc** Annual Report and Accounts 31 March 2026 Introduction Strategic Report Governance Financial Statements ## Manager's ReviewUnquoted Growth portfolio New and follow-on investments ### Flock Limited In May 2025, the Company invested a further £0.3 million 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 £60 million, which completed post year end. ### Maestro Media 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. ## TidalSense ### TidalSense Limited In November 2025, the Company invested a further £0.7 million 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. ### FVRVS Limited (t/a FundamentalXR) 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 worksheets to support longer-term options. ### Rated People Limited In February 2026, the Company invested a further £0.4 million 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. ### Virtual Class 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. ### Realisations There were two realisations during the year ended 31 March 2026: #### Ayar Labs Inc. In November 2025, the Company completed a partial sale of Ayar Labs Inc., generating proceeds of £1.3 million and a 2.1x return for the Company (4.4x on original amount invested). #### CAI Software LLC 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 the Company. Further information on the realisations can be found on page 18. --- 14 **Foresight Ventures VCT Plc** Annual Report and Accounts 31 March 2026 Introduction Strategic Report Governance Financial Statements ## Manager's Review ### Unquoted Growth portfolio #### 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 £7.9 million 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 Invizus Limited (a reduction of £0.5 million), both of which were written down to £10 due to the capital intensive nature of pre-revenue health technology businesses in the current funding environment. Other valuation decreases were recognised in Funding/Change Limited (a reduction of £1.7 million), reflecting slower delivery against its commercial plan in a complex market with extended sales cycles, and Cambridge Touch Technologies Limited (£1.1 million), reflecting ongoing capital requirements. Ecstase Limited (trading as ADAY) was written off during the year (£2.0 million) 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. 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. ![img-16.jpeg](img-16.jpeg) --- 15 Foresight Ventures VCT Plc Annual Report and Accounts 31 March 2026 Introduction | Strategic Report | Governance | Financial Statements # Manager’s Review Yield Focused portfolio 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 £18.2 million 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 £1.7 million, which was offset by realised losses of £3.2 million. In the year, the Company also received £1.1 million in dividends and interest repayments from companies in the Yield focused portfolio. ## 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 £3.3 million 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. --- 16 **Foresight Ventures VCT Plc** Annual Report and Accounts 31 March 2026 Introduction | Strategic Report | Governance | Financial Statements # Manager’s Review ## Quoted portfolio ### 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 ### IBP Capital Markets Limited As previously noted in the 2024 Annual Report, on 19 July 2024, the Company recovered access to c.80% of its total 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, but gains 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 £7.6 million (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 North American 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 critical rail 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 the medium term. **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-Viet 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 Dillstone Group Plc, Cohort Plc, Vanguard FTSE U.K. Equity Income Index Fund GBP Acc and SysGroup Plc, generating proceeds of £0.7 million. --- 17 Foresight Ventures VCT Plc Annual Report and Accounts 31 March 2026 Introduction | Strategic Report | Governance | Financial Statements ## 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 support Shareholder value. ### Foresight Group LLP 17 July 2026 ![img-17.jpeg](img-17.jpeg) --- 18 **Foresight Ventures VCT Plc** Annual Report and Accounts 31 March 2026 Introduction Strategic Report Governance Financial Statements # 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 | | Traces 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 ![img-18.jpeg](img-18.jpeg) --- 19 **Foresight Ventures VCT Plc** Annual Report and Accounts 31 March 2026 Introduction | Strategic Report | Governance | Financial Statements # Top Ten Investments By value as at 31 March 2026 ## 1. Ayar Labs Inc. | 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). | 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 | n/a | n/a | | Net assets | n/a | n/a | 1. Ayar Labs is a UK establishment of an overseas parent company and therefore does not file accounts in the UK. ## Portfolio For the investments below held by Thames Ventures VCT 2 Plc ('TV2') pre-merger on 15 November 2024, the amount invested refers to the initial amount invested by TV2 and the Company. 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. ## 2. Maestro Media Limited | 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. | 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 | --- 20 Foresight Ventures VCT Plc Annual Report and Accounts 31 March 2026 Introduction | Strategic Report | Governance | Financial Statements # Top Ten Investments By value as at 31 March 2026 ## 3. Rated People Limited rated people | 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 £0.4 million follow-on investment completing in Q1 2026. | 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) | ## 4. Carbice Corporation Inc. | 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. | 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 | 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. --- 21 Foresight Ventures VCT Plc Annual Report and Accounts 31 March 2026 Introduction | Strategic Report | Governance | Financial Statements ## Top Ten Investments By value as at 31 March 2026 ### 5. Cambridge Touch Technologies Limited | 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. | 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 | 1,099 | ### 6. Virtual Class Limited (t/a Third Space Learning) | 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. | 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) | --- 22 **Foresight Ventures VCT Plc** Annual Report and Accounts 31 March 2026 Introduction | Strategic Report | Governance | Financial Statements ## Top Ten Investments By value as at 31 March 2026 ### 7. Doneloans Limited | 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. | 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 | n/a | n/a | | Net (liabilities)/assets | (158) | 26 | ### 8. Cadbury House Holdings Limited | Bristol | www.cadburyhotelbristol.co.uk | | --- | --- | | Sector | Asset backed | Cadbury House Holdings owns and operates a 132-room hotel in Valton, 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. | 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 | 1. The retained profit figure for Doneloans Limited is not available as the company files unaudited micro accounts. --- 23 Foresight Ventures VCT Plc Annual Report and Accounts 31 March 2026 Introduction | Strategic Report | Governance | Financial Statements # Top Ten Investments By value as at 31 March 2026 ### 9. FVRVS Limited (t/a FundamentalXR) | 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 worksheets to support longer-term options. The Company continues to support FXR with a £8.25 million follow-on investment completing in Q1 2026. | 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 | | Retained loss | (26,863) | | Net assets | 7,052 | | | Year ended 31 December 2023 | | | (22,704) | | | 5,748 | ### 10. EM Scientific Limited (t/a Inoviv) | 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, multiplazed 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 year under review. | 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 | | Retained loss | (9,495) | | Net assets | 439 | | | Year ended 31 December 2024 | | | (7,378) | | | 1,802 | --- 24 **Foresight Ventures VCT Plc** Annual Report and Accounts 31 March 2026 Introduction | Strategic Report | Governance | Financial Statements # Portfolio Overview Unquoted Growth | Investment | Date of Investment | Valuation methodology | 31 March 2026 | | 31 March 2025 | | Additions/ (disposal proceeds) ($'000) | Net valuation movement ($'000) | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | Cost ($'000) | Investment value ($'000) | Cost ($'000) | Investment value ($'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 20. --- 25 **Foresight Ventures VCT Plc** Annual Report and Accounts 31 March 2026 Introduction | Strategic Report | Governance | Financial Statements ## Portfolio Overview ### Unquoted Growth | Investment | Date of Investment | Valuation methodology | 31 March 2026 | | 31 March 2025 | | Additions/ (disposal proceeds) ($'000) | Net valuation movement ($'000) | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | Cost ($'000) | Investment value ($'000) | Cost ($'000) | Investment value ($'000) | | | | Tozaro Limited | June 2020 | Price of last funding round | 858 | 478 | 858 | 870 | — | (392) | | Okino Limited | November 2024 | Round underway | 379 | 356 | 379 | 415 | — | (59) | | The Electrospinning Company Limited | November 2024 | Discounted revenue multiple | 136 | 233 | 136 | 110 | — | 123 | | Closed Loop Medicine Limited | November 2024 | Nil value | 488 | — | 488 | 255 | — | (255) | | Invizus Limited | November 2024 | Nil value | 499 | — | 499 | 499 | — | (499) | | Channel Mum Limited | October 2018 | Nil value | 757 | — | 757 | — | — | — | | Vivacity Labs Limited | February 2021 | Nil value | 1,289 | — | 1,289 | — | — | — | | Masters of Pie Limited | July 2018 | Nil value | 1,431 | — | 1,431 | — | — | — | | Lignia Wood Company Limited | May 2019 | Nil value | 1,778 | — | 1,778 | — | — | — | | Empiriboix Limited | August 2017 | Nil value | 1,813 | — | 1,813 | — | — | — | | Ecstase Limited (t/a ADAV) | November 2019 | Nil value | 1,855 | — | 1,855 | 2,000 | — | (2,000) | | Cornells Networks Inc. | September 2020 | Nil value | 2,214 | — | 2,214 | — | — | — | | Limitless Technology Limited | December 2017 | Sold | — | — | 757 | — | — | — | | CAI Software LLC | September 2024 | Sold | — | — | 1,715 | 547 | (431) | (116) | | Glisser Limited | March 2021 | Sold | — | — | 1,887 | — | — | — | | **Total Unquoted Growth portfolio** | | | **68,292** | **64,263** | **64,746** | **54,878** | **6,788** | **2,597** | --- 26 **Foresight Ventures VCT Plc** Annual Report and Accounts 31 March 2026 Introduction | Strategic Report | Governance | Financial Statements # Portfolio Overview Yield Focused | Investment | Date of Investment | Valuation methodology | 31 March 2026 | | 31 March 2025 | | Additions/ (disposal proceeds) ($'000) | Net valuation movement ($'000) | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | Cost ($'000) | Investment value ($'000) | Cost ($'000) | Investment value ($'000) | | | | Doneloans Limited^{1} | April 2016 | Net assets | 3,631 | 3,107 | 3,631 | 3,473 | — | (366) | | Cadbury House Holdings Limited^{1} | November 2009 | Independent valuation | 3,872 | 2,880 | 3,871 | 2,952 | — | (72) | | Baron House Developments LLP | July 2012 | Independent valuation | 2,695 | 2,695 | 2,695 | 2,695 | — | — | | VSA Capital Group Plc (formerly Resource Reserve Recovery Limited) | November 2013 | Nil value | 1 | — | 6 | — | (1) | 1 | | Kimbolton Lodge Limited | November 2003 | Sold | — | — | 664 | 1,000 | (1,038) | 38 | | Gatewales Limited | November 2024 | Sold | — | — | 569 | 603 | (603) | — | | Pilgrim Trading Limited | October 2015 | Sold | — | — | 2,594 | 119 | (37) | (82) | | **Total Yield Focused portfolio** | | | **10,199** | **8,682** | **14,030** | **10,842** | **(1,679)** | **(481)** | 1 Top ten investments by value shown on pages 19 to 23. --- 27 **Foresight Ventures VCT Plc** Annual Report and Accounts 31 March 2026 Introduction | Strategic Report | Governance | Financial Statements # Portfolio Overview Quoted | Investment | Date of Investment | Valuation methodology | 31 March 2026 | | 31 March 2025 | | Additions/ (disposal proceeds) ($'000) | Net valuation movement ($'000) | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | Cost ($'000) | Investment value ($'000) | Cost ($'000) | Investment value ($'000) | | | | Traces 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 Timing 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) | --- 28 **Foresight Ventures VCT Plc** Annual Report and Accounts 31 March 2026 Introduction | Strategic Report | Governance | Financial Statements ## Portfolio Overview ### Quoted | Investment | Date of Investment | Valuation methodology | 31 March 2026 | | 31 March 2025 | | Additions/ (disposal proceeds) ($'000) | Net valuation movement ($'000) | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | Cost ($'000) | Investment value ($'000) | Cost ($'000) | Investment value ($'000) | | | | Trellus Health Plc | May 2021 | Bid price | 35 | — | 35 | 2 | — | (2) | | Eneraqua Technologies Plc | November 2021 | Bid price | 39 | — | 178 | 21 | (12) | (9) | | Wheeloure Holdings Plc | November 2013 | Bid price | 48 | — | 48 | — | — | — | | ACHP Plc | November 2013 | Bid price | 61 | — | 61 | — | — | — | | Finangel 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. --- 29 Foresight Ventures VCT Plc Annual Report and Accounts 31 March 2026 Introduction | Strategic Report | 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. 200+ Institutional investors £13.0bn¹ AUM as at 31 March 2026 72%¹ Institutional AUM 28%¹ Retail AUM ## Private Equity Our Private Equity division is one of the most active UK and Ireland 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. £1.9bn¹ 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 £13.0bn¹ AUM as at 31 March 2026 Group AUM ![img-19.jpeg](img-19.jpeg) Key ■ Real Assets | 65% ■ Private Equity | 15% 1. AUM as at 31 March 2026 relates to continuing operations following the announced agreed sale of Foresight Group's public markets division. --- 30 **Foresight Ventures VCT Plc** Annual Report and Accounts 31 March 2026 Introduction | Strategic Report | 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. | 2,897 | 1,314 | 7.2% | | CommerceQ 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% | | Qvine Limited | 379 | 561 | 7.9% | | Rated People Limited | 4,138 | 1,659 | 3.5% | | The Electrospinning Company Limited | 136 | 850 | 9.5% | | TidalSense Limited | 2,358 | 2,041 | 9.3% | | Trinny London Limited | 1,304 | 946 | 5.6% | --- 31 Foresight Ventures VCT Plc Annual Report and Accounts 31 March 2026 Introduction | Strategic Report | 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. --- 32 **Foresight Ventures VCT Plc** Annual Report and Accounts 31 March 2026 Introduction Strategic Report | Governance | Financial Statements # Strategic Report 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: - Provide private investors with attractive returns from a portfolio of investments focused in future on unquoted companies - 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 £1.2 million compared to a loss of £12.7 million in the year ended 31 March 2025. ![img-20.jpeg](img-20.jpeg) --- 33 **Foresight Ventures VCT Plc** Annual Report and Accounts 31 March 2024 Introduction | Strategic Report | 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 of investment. ### 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. --- 34 **Foresight Ventures VCT Plc** Annual Report and Accounts 31 March 2024 Introduction | Strategic Report | Governance | Financial Statements # 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. 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: - The likely consequence of any decision in the long term - The interests of the Company's employees - The need to foster the Company's business relationships with suppliers, customers and others - The impact of the Company's operations on the community and the environment - The desirability of the Company maintaining a reputation for high standards of business conduct - 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. The Manager 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. ![img-21.jpeg](img-21.jpeg) --- 35 **Foresight Ventures VCT Plc** Annual Report and Accounts 31 March 2026 Introduction Strategic Report 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 fit for 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 of information 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. ![img-22.jpeg](img-22.jpeg) --- 36 **Foresight Ventures VCT Plc** Annual Report and Accounts 31 March 2026 Introduction | Strategic Report | Governance | Financial Statements ## Stakeholders and s.172 Directors' duty to promote the success of the Company ![img-23.jpeg](img-23.jpeg) ### 8 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 are integral 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. ![img-24.jpeg](img-24.jpeg) --- 37 Foresight Ventures VCT Plc Annual Report and Accounts 31 March 2026 Introduction | Strategic Report | Governance | Financial Statements ## Stakeholders and s.172 Directors' duty to promote the success of the Company ![img-25.jpeg](img-25.jpeg) ### 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. ![img-26.jpeg](img-26.jpeg) --- 38 Foresight Ventures VCT Plc Annual Report and Accounts 31 March 2026 Introduction | Strategic Report | Governance | Financial Statements ## Stakeholders and s.172 Directors' duty to promote the success of the Company ![img-27.jpeg](img-27.jpeg) ### 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. ![img-28.jpeg](img-28.jpeg) --- 39 **Foresight Ventures VCT Plc** Annual Report and Accounts 31 March 2026 Introduction | Strategic Report | Governance | Financial Statements ## Stakeholders and s.172 Directors' duty to promote the success of the Company ![img-29.jpeg](img-29.jpeg) ### Our Service Providers Including the registrar, the VCT status adviser, the auditor, the lawyers and the broker. #### 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 its ongoing 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. ![img-30.jpeg](img-30.jpeg) --- 40 Foresight Ventures VCT Plc Annual Report and Accounts 31 March 2026 Introduction | Strategic Report | Governance | Financial Statements ## Stakeholders and s.172 Directors' duty to promote the success of the Company ![img-31.jpeg](img-31.jpeg) ### 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. ![img-32.jpeg](img-32.jpeg) --- 41 Foresight Ventures VCT Plc Annual Report and Accounts 31 March 2026 Introduction | Strategic Report | Governance | Financial Statements ## Stakeholders and s.172 Directors' duty to promote the success of the Company ![img-33.jpeg](img-33.jpeg) ### Government and Regulators #### 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. ![img-34.jpeg](img-34.jpeg) --- 42 **Foresight Ventures VCT Plc** Annual Report and Accounts 31 March 2024 Introduction | Strategic Report | 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 seal 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. | --- 43 **Foresight Ventures VCT Plc** Annual Report and Accounts 31 March 2026 Introduction | Strategic Report | Governance | Financial Statements ## Stakeholders and s.172 Directors' duty to promote the success of the Company ### Examples: | 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, as their 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. --- 44 **Foresight Ventures VCT Plc** Annual Report and Accounts 31 March 2026 Introduction Strategic Report Governance Financial Statements # Responsible Investment 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 due diligence 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. ## 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 and share best practice? --- 45 Foresight Ventures VCT Plc Annual Report and Accounts 31 March 2026 Introduction Strategic Report Governance Financial Statements # Responsible Investment 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 UN Sustainable 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. ![img-35.jpeg](img-35.jpeg) --- 46 Foresight Ventures VCT Plc Annual Report and Accounts 31 March 2026 Introduction Strategic Report 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 a company's operations has four principal components: - Environmental policy and track record - Energy and resource usage and environmental impact - Environmental impact of products and services - 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 or the 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 found at www.foresightgroup.eu. # Environmental, human rights, employee, social and community 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 these policies. 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 be found 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 and will consider male and female candidates from all ethnic backgrounds 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. ![img-36.jpeg](img-36.jpeg) --- 47 Foresight Ventures VCT Plc Annual Report and Accounts 31 March 2026 Introduction | Strategic Report | Governance | Financial Statements # Risks ## Principal risks, risk management and regulatory environment ### 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 to act. ### 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: - Controls supporting valuations, financial reporting and share issuance/buyback process - Controls governing investment decision-making, portfolio monitoring and due diligence - Operational and resilience controls operated by the Manager, including technology and data governance - 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: - Financial reporting and valuation methodologies - Technology, cyber security and data governance - Oversight of outsourced and third-party service providers - Fraud risk management and economic crime controls - Business continuity and disaster recovery arrangements at the Manager and key suppliers --- 48 Foresight Ventures VCT Plc Annual Report and Accounts 31 March 2026 Introduction | Strategic Report | Governance | Financial Statements # Risks ## Principal risks, risk management and regulatory environment ### Emerging risks Additionally, several emerging risks have been identified that could significantly impact the Company's operations and performance. #### Geopolitical risk Causing disruption to supply chains and increasing operational costs due to political instability and conflicts. #### Cyber security The growing sophistication of cyber security attacks has increased the risk of data breaches and operational disruption. #### Artificial intelligence ('AI') The wider impact of AI on the Company and its investments as well as concerns surrounding data privacy and algorithmic biases. 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. --- 49 **Foresight Ventures VCT Plc** Annual Report and Accounts 31 March 2024 Introduction | Strategic Report | Governance | Financial Statements # Risks ## Principal risks, risk management and regulatory environment | Risk | Description | Key controls and mitigation | | --- | --- | --- | | **Principal risks** | | | | **Market risk** **1** | 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 own shares. | | **Internal control risk** **2** | 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 performance risk** **3** | 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 Board meetings. 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. In addition, 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 and maintaining 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. | 1. Increase 2. Trending up 3. Decrease 4. No change --- 50 **Foresight Ventures VCT Plc** Annual Report and Accounts 31 March 2026 Introduction | Strategic Report | Governance | Financial Statements # Risks ## Principal risks, risk management and regulatory environment | 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 and liquidity 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 anticipates 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 16 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. | ![Facebook icon]() Increase ![Twitter icon]() Trending up ![YouTube icon]() Decrease ![Instagram icon]() No change --- 51 **Foresight Ventures VCT Plc** Annual Report and Accounts 31 March 2026 Introduction | Strategic Report | Governance | Financial Statements ## Risks ### Principal risks, risk management and regulatory environment | 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. | --- 52 **Foresight Ventures VCT Plc** Annual Report and Accounts 31 March 2026 Introduction | Strategic Report | Governance | Financial Statements # Viability Statement 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. This three-year period is used by the Board during the strategic planning process and is considered reasonable for a business 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 and sensible. ## 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 Act 2006. ## 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 of Shareholders. 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 the Board. **Atul Devani** Chair 17 July 2026 --- 53 Foresight Ventures VCT Pte Annual Report and Accounts 31 March 2024 Introduction Strategic Report Governance Financial Statements # Governance What's in this section - 94 Board of Directors - 95 Directors' Report - 92 Corporate Governance - 96 Audit Committee Report - 70 Management Environment Committee Report - 71 Directors' Accomplishment Report - 76 Statement of Directors' Responsibilities ![img-37.jpeg](img-37.jpeg) --- 54 **Foresight Ventures VCT Plc** Annual Report and Accounts 31 March 2026 Introduction | Strategic Report | 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. ![img-38.jpeg](img-38.jpeg) **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 ![img-39.jpeg](img-39.jpeg) **Non-Executive Director and Chair of the Management Engagement Committee and Remuneration 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 Audit Committee | Management Engagement Committee | Nomination Committee | Remuneration Committee | Chair --- 55 **Foresight Ventures VCT Plc** Annual Report and Accounts 31 March 2024 Introduction | Strategic Report | Governance | Financial Statements ## Board of Directors ![img-40.jpeg](img-40.jpeg) **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 ![img-41.jpeg](img-41.jpeg) **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 also an adviser to the investment committee of Nesta Impact Investments LP. # **Beneficial shareholding at the date of this report** 11,230 shares ![Green circle icon]() Audit Committee ![Yellow circle icon]() Management Engagement Committee ![Red circle icon]() Nomination Committee ![Green circle icon]() Remuneration Committee ![Red circle icon]() Chair --- 56 **Foresight Ventures VCT Plc** Annual Report and Accounts 31 March 2026 Introduction | Strategic Report | Governance | Financial Statements # Directors’ Report The Directors present their report and the financial statements of the Company for the year ended 31 March 2026. ## 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 31 March 2025 and the Directors have managed, and intend to continue to manage, the Company’s affairs in such a manner 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 share respectively. ## 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 in NAV 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 £5.7 million, being an average price of 86.69p per share and which had an aggregate nominal value of £65,743. These shares 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 and regulatory 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). --- 57 **Foresight Ventures VCT Plc** Annual Report and Accounts 31 March 2026 Introduction | Strategic Report | Governance | Financial Statements ## Directors' Report ### 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 4 July 2022 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 the administrative management of operating the VCTs, including producing management and quarterly accounts, monitoring VCT test compliance, managing the statutory books and 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. --- 58 **Foresight Ventures VCT Plc** Annual Report and Accounts 31 March 2026 Introduction | Strategic Report | 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: - Income tax relief of up to 30% on subscription by qualifying investors for new shares - VCT dividends (including capital distributions of realised gains on investments) are not subject to income tax in the hands of qualifying investors - 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 28% 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 in note 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. --- 59 Foresight Ventures VCT Plc Annual Report and Accounts 31 March 2026 Introduction | Strategic Report | Governance | Financial Statements # 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: - 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 on voting rights - There exist no securities carrying special rights with regard to the control of the Company - 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 - The Company does not have any employee share scheme - There exist no agreements to which the Company is party that may affect its control following a takeover bid - There exist no agreements between the Company and its Directors providing for compensation for loss of office that may occur following a takeover bid or for any other 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; 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 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 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 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. --- 60 **Foresight Ventures VCT Plc** Annual Report and Accounts 31 March 2026 Introduction | Strategic Report | Governance | Financial Statements # 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 at the date of this report. ## Annual General Meeting A formal notice convening the Annual General Meeting on 21 September 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, are explained in further detail below. The Directors believe that the proposed resolutions are in the interests of Shareholders and accordingly 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 31 March 2026 of 1.8p per Ordinary Share of 1p each in the capital of the Company, for payment on 30 October 2026 to Shareholders 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 had not expired. --- 61 Foresight Ventures VCT Plc Annual Report and Accounts 31 March 2026 Introduction | Strategic Report | Governance | Financial Statements ## Directors' Report ### Annual General Meeting 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(b) 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 --- 62 Foresight Ventures VCT Pte Annual Report and Accounts 31 March 2026 Introduction Strategic Report Governance Financial Statements # Corporate Governance ![img-42.jpeg](img-42.jpeg) “The Board considers that the AIC Code provides Shareholders with relevant governance reporting and is pleased to report compliance throughout the year ended 31 March 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(b), (6), the Board remains committed to maintaining high standards of governance and transparency. This includes ensuring that all reviews and assessments are conducted with the 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. This approach ensures that the influence of third parties does not 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. --- 63 **Foresight Ventures VCT Plc** Annual Report and Accounts 31 March 2026 Introduction | Strategic Report | Governance | Financial Statements # Corporate Governance ## 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) | | --- | --- | --- | --- | | 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) | | --- | --- | --- | --- | | 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. --- 64 **Foresight Ventures VCT Plc** Annual Report and Accounts 31 March 2024 Introduction | Strategic Report | Governance | Financial Statements # Corporate Governance ## 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 and performance 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. --- 65 Foresight Ventures VCT Plc Annual Report and Accounts 31 March 2026 Introduction | Strategic Report | Governance | Financial Statements # 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, and ensuring 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 20 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, the following: - Review the valuation of unquoted investments - Monitor the integrity of the Annual and Half-Yearly Reports of the Company and recommend the accounts to the Board for approval - Review the Company's internal control and risk management systems - Make recommendations to the Board in relation to the appointment of the external auditor - Review and monitor the external auditor's independence - 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 the Annual 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. --- 66 **Foresight Ventures VCT Plc** Annual Report and Accounts 31 March 2026 Introduction | Strategic Report | Governance | Financial Statements ## 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. --- 67 **Foresight Ventures VCT Plc** Annual Report and Accounts 31 March 2026 Introduction | Strategic Report | Governance | Financial Statements # Corporate Governance ## 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 is noted 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 in the Strategic Report on pages 34 to 43. **Atul Devani** Chair 17 July 2026 --- 68 | Foresight Ventures VCT Plc Annual Report and Accounts 14 March 2024 Introduction Strategic Report Governance Financial Statements # Audit Committee Report ![img-43.jpeg](img-43.jpeg) **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 Board concluded 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: - Valuation of unquoted investments - Existence of unquoted investments - 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 16 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. --- 69 **Foresight Ventures VCT Plc** Annual Report and Accounts 31 March 2026 Introduction | Strategic Report | Governance | Financial Statements # Audit Committee Report ## 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 the Company 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 June 2026 to review the Annual Report and Accounts for the year ended 31 March 2026. No other significant items were noted during the year. Chair of the Audit Committee 17 July 2026 --- 70 Foresight Ventures VCT Pte Annual Report and Accredited 31 March 2026 Introduction Strategic Report Governance Financial Statements # Management Engagement Committee Report ![img-44.jpeg](img-44.jpeg) **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: - Oversee the Manager's investment performance and ensure compliance with the Investment Management Agreement - Review, at least annually, the Manager's performance and report the Committee's conclusions and rationale in the Annual Report - 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 - Support the Board in its annual review of key controls relating to outsourced services - Review the standard of company secretarial, investment management, finance and marketing services delivered by the Manager - Consider any conflicts that may arise in relation to the Company's service providers The Committee met once during the year ended 31 March 2026, 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 of Shareholders. **Stella Panu** Chair of the Management Engagement Committee 17 July 2026 --- 71 **Foresight Ventures VCT P/E** Annual Report and Accounts 14 March 2024 Introduction Strategic Report Governance Financial Statements # Directors' Remuneration Report ![img-45.jpeg](img-45.jpeg) The Remuneration ## 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 Remuneration Committee 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. 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 1 April 2026: | 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 Chris Allner. 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. --- 72 **Foresight Ventures VCT Plc** Annual Report and Accounts 31 March 2026 Introduction | Strategic Report | Governance | Financial Statements # Directors' Remuneration Report ## 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 on 15 November 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 leaving office. 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. ![img-46.jpeg](img-46.jpeg) --- 73 **Foresight Ventures VCT Plc** Annual Report and Accounts 31 March 2026 Introduction | Strategic Report | Governance | Financial Statements # 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 audited 11,512 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. --- 74 **Foresight Ventures VCT Plc** Annual Report and Accounts 31 March 2026 Introduction | Strategic Report | Governance | Financial Statements ## Directors' Remuneration Report ### Audited information #### Directors | | Directors' fees year ended 31 March 2026 (£) | Directors' taxable benefits/ 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^{1} | 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^{2} (appointed 23 September 2025) | 15,691 | — | 15,691 | — | N/A | N/A | N/A | N/A | | Chris Kay (resigned 6 June 2024)^{3} | — | — | — | 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 2023, Chris Allner was paid on 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 | --- 75 **Foresight Ventures VCT Plc** Annual Report and Accounts 31 March 2026 Introduction | Strategic Report | Governance | Financial Statements # 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: Chair of the Remuneration Committee 17 July 2026 --- 76 **Foresight Ventures VCT Plc** Annual Report and Accounts 31 March 2026 Introduction | Strategic Report | Governance | Financial Statements # Statement of Directors' Responsibilities ## Statement of Directors' responsibilities in respect of the Annual Report and Accounts The Directors are responsible for preparing the Annual Report and Accounts in accordance with applicable law and regulations. 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: - Select suitable accounting policies and then apply them consistently - Make judgements and estimates that are reasonable - State whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements - Assess the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern - 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 those regulations. 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 Annual Report We confirm that to the best of our knowledge: - 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 - 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 and strategy. On behalf of the Board **Atul Devani** Chair 17 July 2026 --- 77 **Toresight Wellness VCT Pw** Annual Report 2nd February - 31 March 2024 Introduction Strategic Report Governance Financial Statements # Financial Statements # What's in this section - 75 Management Australia 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 Notes - 112 Financial Conduct Authority - 113 Shareholder Information - 114 Additional Information - 115 Corporate Information ![img-47.jpeg](img-47.jpeg) --- 78 Foresight Ventures VCT Plc Annual Report and Accounts 31 March 2026 Introduction | Strategic Report | Governance | Financial Statements # Independent Auditor's Report To the members of Foresight Ventures VCT Plc In our opinion the financial statements: - Give a true and fair view of the state of the Company's affairs as at 31 March 2026 and of its loss and cash flows for the year then ended - Have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice - 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: - Statement of Comprehensive Income - Reconciliation of Movement in Shareholders' Funds - Balance Sheet - Cash Flow Statement - Notes to the financial statements - 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. --- 79 Foresight Ventures VCT Plc Annual Report and Accounts 31 March 2026 Introduction | Strategic Report | Governance | Financial Statements # Independent Auditor's Report To the members of Foresight Ventures VCT Plc ## 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. Our evaluation of the Directors' assessment of the Company's ability to continue to adopt the going concern basis of accounting included: - 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 - 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 - 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 - 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 Net Assets | | ## 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. --- 80 **Foresight Ventures VCT Plc** Annual Report and Accounts 31 March 2026 Introduction | Strategic Report | Governance | Financial Statements # Independent Auditor's Report To the members of Foresight Ventures VCT Plc ## 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 the unquoted 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 value of the net assets of the Company, as shown in 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: - Verified the cost or price of recent investment to supporting documentation - 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 - 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 - 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: - 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 - Reviewed the historical financial statements and any recent management information available to support assumptions about maintainable revenues or earnings used in the valuations - Assessed the revenue or earnings multiples applied and the discounts applied by reference to observable listed or transaction company market data - 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. | --- 81 Foresight Ventures VCT Plc Annual Report and Accounts 31 March 2026 Introduction | Strategic Report | Governance | Financial Statements # Independent Auditor's Report To the members of Foresight Ventures VCT Plc ## 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 of unquoted investments which would typically have a wider spread of reasonable alternative possible valuations, we have applied a percentage of 1.5% (2025: 1.5%) of Net 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. --- 82 Foresight Ventures VCT Plc Annual Report and Accounts 31 March 2024 Introduction | Strategic Report | Governance | Financial Statements # Independent Auditor's Report To the members of Foresight Ventures VCT Plc ## 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 the financial statements or our knowledge obtained during the audit. Going concern and longer-term viability - The Directors' statement with regards to the appropriateness of adopting the going concern basis of accounting and any material uncertainties identified set out on page 59 - The Directors' explanation as to their assessment of the Company's prospects, the period this assessment covers and why the period is appropriate set out on page 59 - 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 - Directors' statement on fair, balanced and understandable set out on page 76 - Board's confirmation that it has carried out a robust assessment of the emerging and principal risks set out on pages 47 to 51 - 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 - The section describing the work of the Audit Committee set out on pages 68 to 69 --- 83 Foresight Ventures VCT Plc Annual Report and Accounts 31 March 2026 Introduction | Strategic Report | Governance | Financial Statements # Independent Auditor's Report To the members of Foresight Ventures VCT Plc ## 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: - 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 - The Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirementsIn 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 the Companies Act 2006 requires us to report to you if, in our opinion: - Adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us - The financial statements and the part of the Directors' Remuneration Report to be audited are not in agreement with the accounting records and returns - Certain disclosures of Directors' remuneration specified by law are not made - We have not received all the information and explanations we require for our audit | ## 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. --- 84 Foresight Ventures VCT Plc Annual Report and Accounts 31 March 2026 Introduction | Strategic Report | Governance | Financial Statements # Independent Auditor's Report To the members of Foresight Ventures VCT Plc ## 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: - Our understanding of the Company and the industry in which it operates - Discussion with management and those charged with governance - Obtaining an understanding of the Company's policies and procedures regarding compliance with 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: - Agreement of the financial statement disclosures to underlying supporting documentation - Enquiries of management and those charged with governance relating to the existence of any non-compliance with laws and regulations - 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 - Reviewing minutes of meetings of those charged with governance and legal correspondences and invoices throughout the period for instances of non-compliance with laws and regulations ## Fraud We assessed the susceptibility of the financial statements to material misstatement including fraud. Our risk assessment procedures included: - Enquiry with management and those charged with governance regarding any known or suspected instances of fraud - Obtaining an understanding of the Company's policies and procedures relating to: - Detecting and responding to the risks of fraud - Internal controls established to mitigate risks related to fraud - Review of minutes of meetings of those charged with governance for any known or suspected instances of fraud - Discussion amongst the engagement team as to how and where fraud might occur in the financial statements Based on our risk assessment, we considered the areas most susceptible to fraud to be the valuation of unquoted investments and management override of controls. Our procedures in respect of the above included: - In addressing the risk of valuation of unquoted investments, the procedures set out in the key audit matter section in our report were performed - In addressing the risk of management override of control, we: - Performed a review of estimates and judgements applied by management in the financial statements to assess their appropriateness and the existence of any systematic bias - Considered the opportunity and incentive to manipulate accounting entries and tested relevant adjustments made in the year end financial reporting process - Reviewed for significant transactions outside the normal course of business - Performed a review of unadjusted audit differences, if any, for indicators of bias or deliberate misstatement --- 85 **Foresight Ventures VCT Plc** Annual Report and Accounts 31 March 2026 Introduction | Strategic Report | Governance | Financial Statements # 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's Report. ## 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 31 March 2026. The period of total uninterrupted engagement including retenders and re-appointments is 12 years, 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). --- 86 **Foresight Ventures VCT Plc** Annual Report and Accounts 31 March 2026 Introduction | Strategic Report | Governance | Financial Statements # Statement of Comprehensive Income For the year ended 31 March 2026 | | Notes | Year ended 31 March 2026 | | | Year ended 31 March 2025 | | | | --- | --- | --- | --- | --- | --- | --- | --- | | | | 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. --- 87 **Foresight Ventures VCT Plc** Annual Report and Accounts 31 March 2026 Introduction | Strategic Report | Governance | Financial Statements # Reconciliation of Movements in Shareholders’ Funds For the year ended 31 March 2026 | | 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. --- 88 **Foresight Ventures VCT Plc** Annual Report and Accounts 31 March 2026 Introduction | Strategic Report | Governance | Financial Statements # Balance Sheet At 31 March 2026 | | 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 --- 89 **Foresight Ventures VCT Plc** Annual Report and Accounts 31 March 2026 Introduction | Strategic Report | Governance | Financial Statements # Cash Flow Statement For the year ended 31 March 2026 | | 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) | (976) | | **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. --- 90 **Foresight Ventures VCT Plc** Annual Report and Accounts 31 March 2026 Introduction | Strategic Report | Governance | Financial Statements # Notes to the Accounts For the year ended 31 March 2026 ## 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 of accounting 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 2028. This classification is followed as the Company's business is to invest in financial assets with a view to profiting 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 or sale becomes unconditional. --- 91 | Foresight Ventures VCT Plc Annual Report and Accounts 31 March 2026 Introduction | Strategic Report | Governance | Financial Statements # 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. --- 92 **Foresight Ventures VCT Plc** Annual Report and Accounts 31 March 2026 Introduction | Strategic Report | Governance | Financial Statements ## 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 of future 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. Other investments 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. --- 93 Foresight Ventures VCT Plc Annual Report and Accounts 31 March 2026 Introduction | Strategic Report | Governance | Financial Statements # 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 reserve¹ The following are accounted for in this reserve: - Gains and losses on realisation of investments, including the reversal of prior year revaluation reserves - 50% of management fee expense, together with the related tax effect to this reserve in accordance with the policies - 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 reserve¹ The following are accounted for in this reserve: - Repurchase of shares - Cancellation of share premium and capital redemption reserve - Dividends paid - 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 the fair 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 Comprehensive Income. ### 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. --- 94 **Foresight Ventures VCT Plc** Annual Report and Accounts 31 March 2026 Introduction | Strategic Report | Governance | Financial Statements ## Notes to the Accounts For the year ended 31 March 2026 ### 1 Accounting policies #### I) 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) | 509 | | | **(276)** | **4,802** | 1. During the year, £1.7 million of interest was written off in respect of Baron House Developments (LP) (£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 31 March 2026 was £333,000 (2025: £nil). This agreement may be terminated by either party giving to the other not less than 12 months' 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 the Manager. The Company did not have any employees in the current or prior year. --- 95 **Foresight Ventures VCT Plc** Annual Report and Accounts 31 March 2026 Introduction | Strategic Report | 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). --- 96 Foresight Ventures VCT Plc Annual Report and Accounts 31 March 2026 Introduction | Strategic Report | Governance | Financial Statements # Notes to the Accounts For the year ended 31 March 2026 # 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 | (5.5)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. --- 97 **Foresight Ventures VCT Plc** Annual Report and Accounts 31 March 2026 Introduction | Strategic Report | 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 Focussed £'000 | Quoted^{1} £'000 | Total £'000 | | --- | --- | --- | --- | --- | | Book cost at 1 April 2025 | 64,746 | 14,038 | 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)** | --- 98 **Foresight Ventures VCT Plc** Annual Report and Accounts 31 March 2026 Introduction | Strategic Report | 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 20.6 million relating to the client money held with 38% as expense relates of 20.2 million due from the Manager and 20.2 million relating to cash held with lawyers for an investment awarding 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** | --- 99 **Foresight Ventures VCT Plc** Annual Report and Accounts 31 March 2026 Introduction | Strategic Report | 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 Incentive Scheme are available in the Foresight Ventures VCT Plc Prospectus, which is within the Company'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 March 2024, 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-rotal clients (which includes the Company). On 13 October 2023, the FCA published a supervisory notice under section 55(i)(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. It was 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. The Company will communicate with Shareholders if there is any new information which materially impacts the numbers presented in this report. --- 100 Foresight Ventures VCT Plc Annual Report and Accounts 31 March 2026 Introduction | Strategic Report | 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: - 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 - 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 £50,551,000 (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 £17,958,000, 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). --- 101 **Foresight Ventures VCT Plc** Annual Report and Accounts 31 March 2026 Introduction | Strategic Report | 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 | 24,258 | | | | | #### 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 | --- 102 **Foresight Ventures VCT Plc** Annual Report and Accounts 31 March 2026 Introduction | Strategic Report | 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 in small 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. 68.5% 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. --- 103 **Foresight Ventures VCT Plc** Annual Report and Accounts 31 March 2026 Introduction | Strategic Report | 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. --- 104 Foresight Ventures VCT Plc Annual Report and Accounts 31 March 2026 Introduction | Strategic Report | 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: - Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1) - 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) - 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. --- 105 **Foresight Ventures VCT Plc** Annual Report and Accounts 31 March 2026 Introduction | Strategic Report | 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. | Invasive 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 | | FundingKchange 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 more entity provisions and therefore do not display the retained profit or loss. --- 106 **Foresight Ventures VCT Plc** Annual Report and Accounts 31 March 2026 Introduction | Strategic Report | 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. --- 107 Foresight Ventures VCT Plc Annual Report and Accounts 31 March 2026 Introduction | Strategic Report | Governance | Financial Statements # Notice of Annual General Meeting of Foresight Ventures VCT Plc 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 31 March 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 31 March 2026 of 1.8p per ordinary share of 1p each in the capital of the Company payable on 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. --- 108 Foresight Ventures VCT Plc Annual Report and Accounts 31 March 2026 Introduction | Strategic Report | 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. --- 109 Foresight Ventures VCT Plc Annual Report and Accounts 31 March 2026 Introduction | Strategic Report | Governance | Financial Statements # Notes 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: - 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 - 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 48 hours 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 that you 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. --- 110 Foresight Ventures VCT Plc Annual Report and Accounts 31 March 2026 Introduction | Strategic Report | 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: - 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 - 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 from you 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. --- 111 **Foresight Ventures VCT Plc** Annual Report and Accounts 31 March 2026 Introduction | Strategic Report | Governance | Financial Statements # Glossary of Terms | **A/C** | The Association of Investment Companies is the United Kingdom trade association for the closed-ended investment company industry. | **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%). | | --- | --- | --- | --- | | **VCT** | A Venture Capital Trust as defined in the Income Tax Act 2007. | **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). | | **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. | **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. | | **Net Asset Value per share or NAV per share** | Net Asset Value expressed as an amount per share. | **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: £182.2 million). This giving an ongoing charges ratio of 2.6% (2025: 2.5%). | | **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). | **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. | | **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). | **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. | | **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)%). | **Manager** | Foresight Group LLP. | | **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: 94.0p) 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%). | **Foresight Group** | Foresight Group Holdings Limited and its subsidiary companies and undertakings (which includes the Manager). | | **Dividends paid in the year** | The total dividends paid in the year per share of 4.2p (2025: 4.6p [rebased]). Dividends prior to the share redesignation on 15 November 2024 have been rebased using a conversion ratio of 0.426292370240712. | | | --- 112 Foresight Ventures VCT Plc Annual Report and Accounts 31 March 2026 Introduction | Strategic Report | Governance | Financial Statements # Financial Conduct Authority 5,000 people contact the Financial Conduct Authority about share fraud each year, with victims losing an average of £20,000. ## 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 - 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. - Do not get into a conversation, note the name of the person and firm contacting you and then end the call. - Check the Financial Services Register from www.fca.org.uk to see if the person and firm contacting you is authorised by the FCA. - Beware of fraudsters claiming to be from an authorised firm, copying its website or giving you false contact details. - Use the firm's contact details listed on the Register if you want to call it back. - 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. - Search the list of unauthorised firms to avoid at www.fca.org.uk/scams. - Consider that if you buy or sell shares from an unauthorised firm you will not have access to the Financial Ombudsman Service or Financial Services Compensation Scheme. - Think about getting independent financial and professional advice before you hand over any money. - 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 --- 113 Foresight Ventures VCT Plc Annual Report and Accounts 31 March 2026 Introduction | Strategic Report | Governance | Financial Statements # 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. 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 --- 114 Foresight Ventures VCT Plc Annual Report and Accounts 31 March 2026 Introduction | Strategic Report | Governance | Financial Statements # Additional Information ## 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: - January, after the Half-Yearly Report has been published - March, prior to the end of the financial year - August, after the Annual Report has been published - September, prior to the Half-Yearly reporting date of 30 September ## 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 0207 886 2716 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. --- 115 Foresight Ventures VCT Plc Annual Report and Accounts 31 March 2026 Introduction | Strategic Report | Governance | Financial Statements # 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 --- 116 Foresight Ventures VCT Plc Annual Report and Accounts 31 March 2026 Introduction | Strategic Report | Governance | Financial Statements # Notes ![img-48.jpeg](img-48.jpeg) --- Designed and produced by **lyonsbennett.com** This report is printed on Nautilus which is made from FSC® recycled certified post-consumer waste pulp. The FSC® label on this report ensures responsible use of the world's forest resources. Printed sustainably in the UK by Pureprint, a CarbonNeutral® company with FSC® chain of custody and an ISO 14001 certified environmental management system recycling 100% of all dry waste. --- ![img-49.jpeg](img-49.jpeg) Foresight Ventures VCT Plc The Shard 32 London Bridge Street London SE1 9SG