Final results

FORESIGHT VENTURES VCT PLC
LEI: 213800R88MRC4Y3OIW86
29 July 2025

Final results
31 March 2025

Foresight Ventures VCT plc, managed by Foresight Group LLP, today announces the final results for the year ended 31 March 2025.
These results were approved by the Board of Directors on 29 July 2025.

The Annual Report will shortly be available in full at www.foresightgroup.eu. All other statutory information can also be found there.

FINANCIAL HIGHLIGHTS

• During the year the Company completed a merger with Thames Ventures VCT 2 plc, increasing net assets by £36.9 million.
• Two new investments costing £1.6 million and six follow-on investments costing £3.3 million were made during the year.
• The Company fully exited its investments in Bulbshare Limited, DSTBTD Limited, Data Centre Response Limited and SF Renewables (Solar) Limited, realising gains of £1.7 million in the year and returning proceeds of £4.2 million to the Company.
• The Company partially exited its investments in 19 quoted investments, realising a loss of £1.6 million and returning proceeds of £4.4 million to the Company.
• In the year, the value of the investment portfolio rose by £8.5 million. This increase was made up of acquisitions of £31.4 million (including the assets acquired in the merger with Thames Ventures VCT 2 plc), investment losses of £14.3 million and disposals of £8.6 million.
• Interim dividends were paid on 26 July 2024 and 14 March 2025 of 2.6p¹ per share (rebased post merger) and 2.0p per share respectively, returning £4.1 million to Shareholders.
• The offer for subscription launched on 11 October 2024 and raised a total of £0.9 million after expenses during the year ended 31 March 2025. An additional £2.5 million was raised post year end.
• The Board is proposing to pay a final dividend of 1.8p per share, to be paid on 17 October 2025.

1. Figures have been rebased following the share redesignation on 15 November 2024 using a conversion ratio of 0.426292370240712.

CHAIR’S STATEMENT

“Whilst this year has presented challenges, the Board believes that recent strategic measures have strengthened the Company’s foundations, thereby helping to support the potential for long‑term value creation for Shareholders.”

Atul Devani
Chair of Foresight Ventures VCT Plc

Introduction
On 15 November 2024, the Company successfully completed its merger with Thames Ventures VCT 2 plc (“TV2”). Following this significant milestone, the Company has been renamed Foresight Ventures VCT Plc, marking an exciting new chapter for our investors despite the near-term challenges. As part of this positive development, TV2 was placed into members’ voluntary liquidation and I was pleased to welcome Andrew Mackintosh, formerly a director of TV2, to our Board.

The Board believes the merger will bring a number of benefits to the Company, such as greater scale to raise and deploy capital into new and existing portfolio companies, as well as improved liquidity for dividends and buybacks. We are confident these strategic changes will position the Company to progress steadily and deliver long-term value for Shareholders. Going forward, our focus will be on Unquoted Growth investments, with our Yield Focused and Quoted portfolios being realised over time.

Net Asset Value and dividends
As at 31 March 2025, the Company’s NAV per share stood at 90.1p (2024: 108.1p (rebased post merger)), a decrease of 18.0p (or 16.7%) over the year. After adding back the dividends paid in the year of 4.6p per share (rebased), the decrease was 12.4%. The comparatives from the prior year have been rebased in order to provide Shareholders a comprehensive view of the performance of the Company.

The Company’s policy is to seek to pay annual dividends of at least 4% of net assets per annum. During the year, on 26 July 2024, the Company paid an interim dividend of 2.6p (rebased) and paid a further interim dividend of 2.0p on 14 March 2025, taking total dividends paid in the year ended 31 March 2025 up to 4.6p per share (rebased), equivalent to 4.3% of the opening net assets of the previous financial year.

This took the total dividends paid since the merger with Downing Absolute Income VCT 1 plc, Downing Absolute Income VCT 2 plc, Downing Income VCT plc, Downing Income VCT 3 plc and Downing Income VCT 4 plc in November 2013 to 113.3p per share (rebased).

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 102 of the Annual Report.

On 15 November 2024, the Company launched an offer for subscription to raise £5 million (with an over-allotment facility of a further £5 million). During the year to 31 March 2025 the Company raised £0.9 million, with a further £2.5 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 £1.4 million.

Investment performance and portfolio activity
A detailed analysis of the investment portfolio performance over the year is given in the Manager’s Review.

In brief, during the year under review, the Company invested £4.9 million in eight Unquoted Growth companies, two of which were new to the portfolio, and received proceeds of £8.6 million from the full and partial realisations of investments across our unquoted and quoted portfolios.

The whole portfolio showed net valuation losses of £14.3 million. £7.1 million of this arose from the Quoted Growth investments, the current year being an extremely unforgiving year for the AIM market as a whole, with the changes in policy brought in by the incumbent Labour government and the Trump administration being the major drivers of this.

The Manager is, however, making steady progress in realising the remainder of the Quoted and Yield Focused portfolios, which should help mitigate volatility and enable greater focus on higher-conviction growth investments going forward.

The remaining £7.2 million loss was from the unquoted investments. Within the current portfolio, valuation increases of £6.2 million were offset by valuation losses of £13.4 million. The largest decrease in the year was for Maestro Media Limited (£2.0 million) which was as a result of a round closing in the year at a discount. Maestro Media Limited is currently under offer, with the value recognised in this set of accounts being the expected proceeds, which is a disappointing result for this asset. Similarly, Cambridge Touch Technologies Ltd saw a decrease in value of £1.5 million. Unfortunately, Masters of Pie Limited went into administration in the year, after it was unable to access additional capital following the loss of a major contract. The result for the Company was a valuation decrease of £1.8 million as it was written down to £nil. While this has been disappointing for Shareholders, we remain encouraged by the progress in realising non-core assets and by the positive performance of other holdings that continue to deliver strong value creation, notable examples being Ayar Labs Inc and Rated People Limited, which both saw valuation increases at £2.5 million and £1.6 million respectively, reflecting the potential of a number of companies within our portfolio.

The Company completed the sale of Data Centre Response Ltd, which was sold to management for proceeds of £2.9 million, generating a 5.2x return for the Company.

Further details on the investment portfolio can be found within the Manager’s Review and the Portfolio Overview on pages 10 to 27 of the Annual Report.

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 their investors. Further detail can be found on page 36 of the Annual Report.

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. The remaining 20% will 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 of the Annual Report 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. Pre-merger the target discount was 5.0%.

During the year, the Company purchased and subsequently cancelled 13,072,899 shares at an average discount of 3.9% 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.

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. Contact details for Panmure Liberum are on page 103 of the Annual Report.

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 2025 this equated to
£1.8 million (2024: £1.7 million).

From 1 October 2024, the Manager took over responsibility for management of the Quoted Growth 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 are 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. This scheme, in brief, means a performance fee would be payable to the Manager at the end of each performance period, subject to a total return hurdle. 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 this new scheme will provide additional motivation for the Manager to drive enhanced shareholder value.

There is no performance incentive accrued in respect of the year ended 31 March 2025 (2024: £nil).

Board composition
As noted in the previous Annual Report, Chris Kay resigned as a Director of the Company on 6 June 2024. On 15 November 2024, Andrew Mackintosh joined the Board from TV2. Andrew is chair of UKI2S, a government-backed venture capital fund supporting companies from the UK’s scientific research base. He is a Fellow of the Royal Academy of Engineering and was awarded a CBE in the 2024 New Year Honours for services to Science and Technology, and to Enterprise Development. We are delighted to have him on board.

The Board comprises four Non-Executive Directors, which the Board considers to be an appropriate number for the current size of the VCT. All of the Directors are independent, with the exception of Chris Allner who is considered non-independent by virtue of being a partner at Downing LLP, the previous investment adviser to the Company, which still provided some services to Foresight Group up until June 2025.

Barry Dean will be retiring as a Director of the Company at the upcoming AGM, 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.

In light of Barry’s departure, the Board is looking to recruit a replacement in due course.

VCT Sunset Clause
I am pleased to report that new regulations have been made to extend the UK’s VCT scheme by ten years to April 2035, following the European Commission’s confirmation that they would not oppose the continuation of the scheme. This now removes any recent uncertainty and will help support further investment by the VCT sector in early-stage companies.

Annual General Meeting
The Company’s Annual General Meeting will take place at the Company’s registered office on 22 September 2025 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 96 and 97 of the Annual Report 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 19 September 2025 and to forward any questions by email to InvestorRelations@foresightgroup.eu in advance of the meeting.

Outlook
Whilst the macroeconomic environment has been challenging for the last two years, the Manager is cautiously optimistic that 2025 will provide more positive conditions for our portfolio companies. The downward trajectory of inflation and interest rates, compared to what the UK has seen over the previous years, should lead to increasing confidence and encourage increased UK deal activity.
In light of our disappointing short-term performance, the Board has taken decisive action to sharpen our focus and align incentives with Shareholders’ interests. With funds raised during the recent offer for subscription, in addition to the cash boost on acquiring the assets of TV2 and a refreshed performance incentive scheme to greater motivate the Manager, we look forward to seeing an increase in deployment to enhance the portfolio and returns to Shareholders.

Atul Devani
Chair
29 July 2025

MANAGER’S REVIEW – UNQUOTED GROWTH

As at 31 March 2025, the Company’s Unquoted Growth portfolio comprised 35 investments (27 active) with a total cost of £64.7 million and a valuation of £54.9 million.

Portfolio diversification
Consumer (cost 20% | valuation 24%)
Deep Tech (cost 24% | valuation 30%)
Software (cost 38% | valuation 30%)
Healthcare (cost 18% | valuation 16%)

Portfolio summary
At 31 March 2025, the Company held total unquoted investments of £65.7 million, split £54.9 million Unquoted Growth and £10.8 million Unquoted Yield Focused. Details of the Unquoted Yield Focused portfolio performance are set out on page 13 of the Annual Report.

As discussed in the Chair’s Statement on page 4 of the Annual Report, the merger between the Company and Thames Ventures VCT 2 plc (“TV2”) completed on 15 November 2024, resulting in the transfer of the TV2 Unquoted Growth assets valued at £21.6 million.

The Unquoted Growth portfolio now comprises 35 companies, across a range of sectors. From 1 April 2024 to the date of the merger, the Unquoted Growth portfolio had an unrealised investment valuation loss of £2.2 million. The macroeconomic environment in the last year has continued to be volatile, including the UK budget, US elections and geopolitical unrest coupled with the depreciation of the US Dollar and this has contributed to challenging circumstances for the portfolio. As a result, the unrealised investment valuation has reported a £4.3 million loss in the period to 31 March 2025, resulting in a total unrealised investment valuation loss for the year ended 31 March 2025 of £6.5 million. The Manager will continue to focus on a proactive management approach and the Company remains committed to supporting the portfolio through these challenging times.

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 and 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 course of the year, two new investments were completed in advertising AI enabler Alison.AI and predictive analytics platform Dragonfly Technology Solutions for a total of £1.6 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 £3.3 million were also made in six existing investee companies showing continuing support for growth initiatives.

Alison.AI Limited
In November 2024, the Company invested £1.0 million into Alison.AI, a transformative AI technology that aims to revolutionise advertising strategies. The technology enables customers to analyse creative assets and highlight the best performing elements.

Dragonfly Technology Solutions Limited
In November 2024, the Company invested £0.6 million into Dragonfly Technology Solutions, a predictive analytics platform. The company uses neuroscience to optimise marketing efficacy by predicting how the visualisation of marketing content is consumed by individuals. The investment round is expected to enable the company to build on its growth trajectory and continue to target international customers, principally in the US.

FundingXchange Limited
In May 2024, the Company invested a further £0.8 million into FundingXchange, a fintech platform delivering SME lenders insights into their portfolios. This investment was made concurrently with a £5.0 million investment from Barclays as part of a £6.0 million round. This transformational investment is expected to enable the company to build on early commercial success and deepen the strategic and commercial relationship with Barclays.

Rated People Limited
In August 2024, the Company invested a further £0.4 million into Rated People, an online marketplace connecting homeowners and local tradespeople. This investment aims to enable the strengthened management team to implement the necessary product and operational changes to return to growth and a cash-generative business model.

Maestro Media Limited
In October 2024, the Company invested a further £0.8 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 started to generate corporate revenue, offsetting challenges around consumer confidence in the current economic environment.

Virtual Class Limited
In October 2024, the Company invested a further £0.3 million into Virtual Class, a leading provider of online maths tuition with a long history of delivering sessions in accordance with the school curriculum. Given the uncertainty over UK school budgets, the company is migrating to AI tutors, enabling it to offer a more flexible and scalable product.

Flock Limited
In December 2024, the Company invested a further £0.3 million into Flock. Flock is an industry-leading fleet insurance portal helping to reduce motor fleet insurance premiums and running costs over time. This investment was made as part of a £3.3 million round and is expected to enable the company to build on commercial success as it continues to onboard capacity providers.

Cambridge Touch Technologies Limited
In January 2025, the Company invested a further £0.3 million into Cambridge Touch Technologies, with a further £0.5 million round in February 2025. Cambridge Touch Technologies has developed innovative touch technology enabling interaction with smart devices. Use cases include consumer electronics, healthcare and industrial applications. The funding round is expected to enable the company to secure early commercial revenues.

Realisations
There were two realisations during the year ended 31 March 2025:

Bulbshare Limited
Bulbshare was sold to US-based and PE-backed Service Management Group, generating a 1.5x return for VCT investors and generating proceeds of £1.1 million for the Company.

DSTBTD Limited (trading as Distributed)
DSTBTD Limited was sold for £1 to ILX Group after a proposed funding round failed to materialise. No proceeds were returned to the Company, which was a disappointing result for the team.

Further information on the realisations can be found on page 16 of the Annual Report.

Key portfolio movements
Due to ongoing market turbulence, there have been some material write downs in the Unquoted Growth portfolio during the year. However, there have also been some positive movements in valuation. This has resulted in a net total realised and unrealised investment valuation loss of £6.9 million in the year, including £0.3 million in unrealised foreign exchange losses.

Of the total unrealised investment loss, losses of £12.1 million were offset by gains of £5.6 million. The most significant movements are noted in the Chair’s Statement on page 5 of the Annual Report.

Post year end activity
Post year end, the Company completed one new investment into Spaceflux Ltd (£400,000) and follow-on investments into Audioscenic Limited (£667,000), Flock Limited (£285,000), Virtual Class Limited (£350,000) and Dragonfly Technology Solutions Limited (£700,000).

Outlook
Whilst the macroeconomic environment has been challenging in recent years, there are early signs of positivity in Q2 2025 as markets begin to process tariffs and new trading arrangements. There continues to be interest from later stage investors in some of the Company’s assets, albeit completion risk and uncertainty remains.

From an operational perspective, we believe the November 2024 merger with Thames Ventures VCT 2 plc has created a more scalable platform to both raise capital and to support underlying assets to improve outcomes for investors.

MANAGER’S REVIEW – YIELD FOCUSED

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 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 2025, the Yield Focused portfolio comprised seven investments (six active) with a total cost of £14.0 million and a valuation of £10.8 million.

As discussed in the Chair’s Statement on page 4 of the Annual Report, the merger between the Company and Thames Ventures VCT 2 plc (“TV2”) completed on 15 November 2024, resulting in the transfer of the TV2 Yield Focused assets valued at £1.4 million.

From 1 April 2024 to the date of the merger, the Yield Focused portfolio had an unrealised investment valuation loss of £2.2 million, which was offset by realised gains of £2.1 million. Since the merger the portfolio saw a further unrealised investment valuation loss of £0.2 million, resulting in a total unrealised investment valuation loss of £2.4 million for the year ended 31 March 2025.

Key portfolio movements
During the year, £3.1 million was generated from two exits. The first was from Data Centre Response Limited, a provider of power solutions and maintenance services to data centres. The business was sold to management, generating a 5x return for investors and proceeds of £2.9 million for the Company.

This was followed by SF Renewables (Solar) Limited, which built and operated a solar plant in India. SF Renewables (Solar) Limited was realised for proceeds of £187,000, generating a return of 0.4x on capital invested, reflecting the plant’s underperformance in recent years due to low irradiance.

Post year end activity
Post year end 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, completed on 18 July 2025, with the Company receiving £1.0 million of proceeds.

Outlook
With two exits during the year and two post year end, there are now four 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. The recovery of value from Doneloans is linked largely to the sale of Pilgrim Trading, which is the lender’s largest loan, but additional recoveries are anticipated from other borrowers over the next 12 months.

MANAGER’S REVIEW – QUOTED GROWTH

Portfolio summary
For the six months to 30 September 2024 the Quoted Growth portfolio was managed by Downing LLP, under a subcontract from Foresight Group LLP. From 1 October 2024, Foresight Group LLP took on full responsibility for management of the Quoted Growth portfolio.

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 Growth portfolio.

From October 2023 to June 2025, the Company had been locked out of accessing its Quoted Growth 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 Growth 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.

During the year, the Company appointed a new custodian, Third Platform Services Limited, to enable successful trading. Please refer to note 14 of the Annual Report for further information.

Investment activity There were no direct investments in the year ended 31 March 2025. As a result of the merger, assets worth £3.5 million were acquired on 15 November 2024. There were investment disposals in the year generating proceeds of £4.4 million (please see page 16 of the Annual Report for further information on the Company’s realisations in the year).

Market background
The AIM equity market continued to be volatile throughout the reporting period, buffeted by proposed changes to Business Relief and increased taxes levied on UK businesses in the October 2024 Budget, stubbornly high inflation and unpredictable US economic policy. Over the reporting period the FTSE AIM All Share index fell 8.2% on a total return basis.

Key portfolio developments
At 31 March 2025, the Quoted Growth portfolio was valued at £10.1 million, comprising 27 active investments.
Over the year, the portfolio produced net valuation losses of £7.1 million, offset by £4.0 million received in dividends from the portfolio.

The most significant movement, illustrating the direct effects of recent UK and US political turmoil on businesses, was at Tracsis plc, a provider of transport technology, which saw its valuation fall by £3.6 million during the year. The company was hampered by pre-election restrictions temporarily impacting central government, local authority and train operating company decision-making and spending.

This resulted in the rescheduling of certain higher-margin projects and a short-term contraction of new order activity, that was previously expected to occur in the group’s Q4 financial period. Furthermore, the company encountered delays in contract awards in its US business.

The Manager continues to believe Tracsis has strategic value which is not recognised in its share price. It is a leading provider of software, hardware, data analytics/GIS and services for the rail, traffic data and wider transport industries. Management is working to rebuild profits and some of the delayed spending has already started to return.

The company has a strong balance sheet and net cash position and generates free cash flow, which is being reinvested back into strengthening the business.

Better news came from Anpario plc, a specialist manufacturer and distributor of natural, sustainable feed additives for animal health, nutrition and biosecurity. The company reported a substantial improvement in trading following supply chain issues experienced during the inflationary period post Covid-19. Revenues, gross margins and profits all rebounded and the company acquired a ruminant feed specialist in the United States. The valuation increased by £0.8 million and a further £58,000 of dividends were received. The Company reduced its position following share price appreciation in order to realise this gain.

A return of capital was received from Downing Strategic Micro‑Cap Investment Trust plc, relating to a special dividend of £3.9 million. During the year, the Trust’s Board managed a wind down of assets after prolonged underperformance. The Trust has now been liquidated, with all capital returned to shareholders.

Finally, Cohort plc reported positive activity during the year. Cohort plc provides a wide range of services and products for British, Portuguese and other international customers in defence and security markets. The company continued to capitalise on increased defence spending from both British and overseas customers. Revenues in H1 2025 grew 25% and the record order book continued to keep pace with revenue growth. Post year end, Cohort acquired EM Solutions Pty Ltd, an Australian designer and constructor of satellite on-the-move terminals for defence and government customers. During the year the Company sold part of its position generating £0.7 million of proceeds, with a £0.5 million gain on sale.

Post year end activity
Post year end, the Company reduced its holdings in Arecor, GENinCode, Tracsis, Verici, VSA Capital, Eneraqua and SysGroup generating proceeds of £1.0 million.

Outlook
It has become clear that a number of the Quoted Growth companies in the portfolio have not achieved milestones for product development, revenues and ultimately profits. Given competition for capital amongst the wider portfolio of venture capital holdings, Foresight took the difficult decision to reduce a number of these positions. Achieving a total sale of individual holdings has not been possible, given that 20% of the Company’s Quoted Growth assets continue to be tied up in the custodian IBP Capital Market Limited (“IBP”), which remains in special measures. Whilst this does not allow for portfolio management to be conducted across the entire portfolio in the event changes are required, we are able to make them to substantially all of the holdings.

The Quoted Growth holdings have reduced as a percentage of the Company’s total assets, but we firmly believe that by making these changes we have increased the portfolio’s overall quality and see an encouraging future, despite an uncertain macroeconomic background.

Foresight Group LLP
29 July 2025

MANAGER’S REVIEW – REALISATIONS

Realisations in the year ended 31 March 2025

1. Proceeds on exit excluding interest, dividends and exit fees where applicable.

STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 March 2025

The total columns of this statement are the profit and loss account of the Company, and the revenue and capital columns represent supplementary information.

All revenue and capital items in the above Statement of Comprehensive Income are derived from continuing operations. On 15 November 2024 the Company completed a merger with Thames Ventures VCT 2 plc, for further information on this please refer to the Chair’s Statement on page 4 of the Annual Report.

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 78 to 95 of the Annual Report form part of these financial statements.

RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS’ FUNDS
For the year ended 31 March 2025

Total distributable reserves at 31 March 2025 were £29,202,000 (2024: £58,151,000) which includes the distributable reserve of £76,519,000 (2024: £82,282,000), the capital reserve of (£14,753,000) (2024: (£10,791,000)), and unrealised losses on investments (excluding unrealised unquoted gains) held at the year end of (£32,564,000) (2024: (£13,340,000)).

The notes on pages 78 to 95 of the Annual Report form part of these financial statements.

BALANCE SHEET
At 31 March 2025

1. Rebased following the share resignation on 15 November 2024, using a ratio of 0.426292370240712.

The financial statements were approved by the Board of Directors and authorised for issue on 29 July 2025 and were signed on its behalf by

Atul Devani
Chair

29 July 2025
Registered number: 01350868

CASH FLOW STATEMENT
For the year ended 31 March 2025

The notes on pages 78 to 95 of the Annual Report form part of these financial statements.

Notes

1 These are not statutory accounts in accordance with S436 of the Companies Act 2006. The full audited accounts for the year ended 31 March 2025, which were unqualified and did not contain statements under S498(2) of the Companies Act 2006 or S498(3) of the Companies Act 2006, will be lodged with the Registrar of Companies. Statutory accounts for the year ended 31 March 2025 including an unqualified audit report and containing no statements under the Companies Act 2006 will be delivered to the Registrar of Companies in due course.

2 The audited Annual Financial Report has been prepared on the basis of accounting policies set out in the statutory accounts of the Company for the year ended 31 March 2025. All investments held by the Company are classified as ‘fair value through the profit and loss’. Unquoted investments have been valued in accordance with IPEV guidelines. Quoted investments are stated at bid prices in accordance with the IPEV guidelines and Generally Accepted Accounting Practice.

3 Copies of the Annual Report will be sent to shareholders and can be accessed on the following website: www.foresight.group/products/foresight-ventures-vct-plc.

4 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.

1. Rebased following the share redesignation on 15 November 2024 using a conversion ratio of 0.426292370240712.

5 Return per share

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 return/(loss) per share is revenue return after taxation divided by the weighted average number of shares in issue during the year.
c)   Capital 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.

6. Annual General Meeting
The Annual General Meeting of the Company will be held at the offices of Foresight Group LLP, The Shard, 32 London Bridge Street, SE1 9SG on 22 September 2025 at 1.00pm. Details will be published on both the Manager’s website at www.foresight.group/products/foresight-ventures-vct-plc.

7 Income

8 Investments held at fair value through profit or loss

1. On 15 November 2024 the Company acquired the investment portfolio of Thames Ventures VCT 2 plc at fair value.
2. Losses on investments of (£14,488,000) for the year ended 31 March 2025 include the realised gains on disposal of £154,000, foreign exchange losses of (£284,000), unrealised losses of (£14,182,000), and net impact amounting to (£176,000) of deferred consideration receipts of £893,000 and deferred consideration debtor decrease of £1,069,000 which has been elaborated further in Note 9 of the Annual Report.
3. At 31 March 2025 a portion of the Quoted portfolio was held with IBP Capital Markets Limited (“IBP”) with a value of £3,632,000. 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 of the Annual Report.

9 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 63 of the Annual Report for the Directors’ remuneration tables.

10 Transactions with the Manager
Foresight Group LLP earned fees of £1,814,000 in the year ended 31 March 2025 (2024: £1,726,000).

Foresight Group LLP is the Company Secretary and received accounting and company secretarial services fees of £161,000 during the year (2024: £156,000). Foresight Promoter LLP, a related party to the Manager, earned fees of £5,000 (2024: £nil) in respect of costs incurred related to share allotments in the year.

As at 31 March 2025, the amount due from Foresight Group LLP was £7,000 (2024: £9,000).

No amounts have been written off in the year in respect of debts due to or from the Manager.

A copy of the Annual Report and Accounts will be submitted to the National Storage Mechanism in accordance with UK Listing Rules (“UKLR”)11.4.1 / UKLR 6.4.1 and UKLR 6.4.3.

END

For further information, please contact:

Company Secretary
Foresight Group LLP
Contact: Stephen Thayer Tel: 0203 667 8100

Investor Relations
Foresight Group LLP
Contact: Andrew James Tel: 0203 667 8181

Source: https://www.globenewswire.com/news-release/2025/07/30/3124265/0/en/Final-results.html