Final Results
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E-mailFORESIGHT VENTURES VCT PLC
LEI: 213800R88MRC4Y3OIW86
17 July 2026
Final results
31 March 2026
Foresight Ventures VCT Plc, managed by Foresight Group LLP, today announces the final results for the year ended 31 March 2026.
These results were approved by the Board of Directors on 17 July 2026.
The Annual Report will shortly be available in full at www.foresight.group. All other statutory information can also be found there.
FINANCIAL HIGHLIGHTS
- 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, Gatewales 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.
CHAIR’S STATEMENT
“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 (1.0)% after taking account of dividends of 4.2p per share paid during the year. As at 31 March 2026, the Company’s NAV per share stood at 85.0p (2025: 90.1p).
The Company’s policy is to seek to pay annual dividends of at least 4% of net assets per annum. During the year, on 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 0.6p respectively on 27 March 2026, taking total dividends paid in the year ended 31 March 2026 up to 4.2p per share, equivalent to 4.7% of the opening net assets of the previous financial year.
This took the total dividends paid since the merger with TV2 in November 2024 to 6.2p per share. The Board regards a dependable dividend as central to the VCT proposition. Total dividends of 4.2p per share for the year, equivalent to 4.7% of opening net assets, were comfortably ahead of the Company’s stated policy of at least 4% of net assets.
The Board is also proposing to pay a final dividend of 1.8p per share, subject to Shareholder approval.
The Company offers its Shareholders the opportunity to participate in a dividend reinvestment scheme, whereby they may elect to receive shares, credited as fully paid, instead of receiving dividends in cash. If you wish to participate, please contact the registrar, City Partnership, on the details provided on page 113 in the Annual report.
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.
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 £5.5 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 FundingXchange Limited, which decreased in value by £1.7 million due to slower-than-anticipated commercial progress, and Cambridge Touch Technologies Limited, which decreased by £1.1 million as a result of continued capital requirements. Ecstase Limited (trading as ADAY) 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 in 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 its investors. Further detail can be found on page 44 in 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. 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 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.
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.
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 in 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 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 Allner who is considered non-independent by virtue of being a partner at Downing LLP, the previous investment adviser to the Company, which still provided some services to Foresight Group until June 2025.
As noted in the September 2025 Half-Yearly Report, Barry Dean retired as a Director of the Company at the AGM on 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.
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 20% from 6 April 2026. Dividends and capital gains from VCT shares would still remain tax-free. Importantly, the change applies only to new subscriptions made on or after 6 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 in 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 17 September 2026 and to forward any questions by email to [email protected] 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
Dividend history
| Dividend per | Dividend per | |
| Date | share | share (rebased)1 |
| 27 March 2026 | 2.4p | 1.0p |
| 17 October 2025 | 1.8p | 0.8p |
| 14 March 2025 | 2.0p | 0.9p |
| 26 July 2024 | 1.1p | 1.1p |
| 2 February 2024 | 1.0p | 1.0p |
| 15 September 2023 | 1.0p | 1.0p |
| 18 January 2023 | 1.5p | 1.5p |
| 26 August 2022 | 1.75p | 1.75p |
| 25 February 2022 | 1.25p | 1.25p |
| 27 August 2021 | 1.25p | 1.25p |
| 26 February 2021 | 1.25p | 1.25p |
| 18 September 2020 | 2.0p | 2.0p |
| 28 February 2020 | 2.0p | 2.0p |
| 30 August 2019 | 2.0p | 2.0p |
| 22 February 2019 | 3.0p | 3.0p |
| 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 |
- To get an accurate NAV Total Return per share, we have rebased dividends and NAV per share following the share redesignation on 15 November 2024 (conversion ratio of 0.426292370240712). For the purposes of providing historic investors with a comprehensive view of the Company’s performance, the current year figures have been rebased in the table above.
MANAGER’S REVIEW – UNQUOTED GROWTH PORTFOLIO
“We are pleased to present our Manager’s Review for the year ended 31 March 2026.”
Richard Lewis
Foresight Group LLP
As at 31 March 2026, the Company’s Unquoted Growth portfolio comprised 34 investments (25 active) with a total cost of £68.3 million and a valuation of £64.3 million.
Portfolio diversification
Consumer (cost 18% | valuation 20%)
Deep Tech (cost 25% | valuation 38%)
Software (cost 38% | valuation 26%)
Healthcare (cost 19% | valuation 16%)
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 in the Annual report.
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.
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 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.
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.
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.
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.
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.
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.
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 £80 million, which completed post year end.
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 workstreams to support longer-term options.
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.
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.
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.
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 in the Annual report.
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 Invizius Limited (a reduction of £0.5 million), both of which were written down to £nil due to the capital-intensive nature of pre-revenue health technology businesses in the current funding environment. Other valuation decreases were recognised in FundingXchange Limited (a reduction of £1.7 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.
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 £10.2 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 £2.2 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.
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 in the Annual report for further information on the Company’s realisations in the year).
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 of the Annual Report 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-Vet which was acquired in 2024. Profits before tax grew over 50% and the value for the Company has increased by £0.2 million. The longer-term trends of using more natural feed additives, driven by both regulation and consumer demand, and where the improved farm output can be evidenced, continue to act as a tailwind.
Finally, Craneware Plc reported positive activity during the year. Craneware’s principal activity is the provision of software and data analytics to US hospitals to help them manage revenue integrity, billing, compliance and pharmacy performance. In the six months to 31 December 2025, half-year revenue grew by 6% and EBITDA grew by 10% and there remains a growing need for Craneware’s solutions. The shares, which had performed well for the most part of the year, fell in January 2026 following a speech from President Trump threatening to alter reimbursement flows. This resulted in a downward valuation movement of £0.2 million for the Company. As yet, there is no solid evidence of a change in policy towards US healthcare payments which might cause a change in the Manager’s view.
Post year end activity
Post year end, the Company reduced its holdings in Dillistone Group Plc, Cohort Plc, Vanguard FTSE U.K. Equity Income Index Fund GBP Acc and SysGroup Plc, generating proceeds of £0.7 million.
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
MANAGER’S REVIEW – REALISATIONS
Realisations in the year ended 31 March 2026
| Valuation at | ||||||
| Accounting | Realised | 31 March | ||||
| Investment | cost | Proceeds1 | (loss)/gain | 2025 | ||
| Company | Detail | type | £’000 | £’000 | £’000 | £’000 |
| CAI Software LLC | Full disposal | Unquoted Growth | 1,715 | 431 | (1,284) | 547 |
| Glisser Limited | Full disposal | Unquoted Growth | 1,887 | — | (1,887) | — |
| Limitless Technology Limited | Full disposal | Unquoted Growth | 757 | — | (757) | — |
| Ayar Labs Inc. | Part disposal | Unquoted Growth | 600 | 1,284 | 684 | 1,179 |
| Kimbolton Lodge Limited | Full disposal | Yield Focused | 664 | 1,038 | 374 | 1,000 |
| Gatewales Limited | Full disposal | Yield Focused | 569 | 603 | 34 | 603 |
| Pilgrim Trading Limited | Full disposal | Yield Focused | 2,594 | 37 | (2,556) | 119 |
| VSA Capital Group Plc (Resource Reserve Recovery) | Part disposal | Yield Focused | 5 | 1 | (4) | — |
| Libertine Holdings Plc | Full disposal | Quoted | 350 | — | (350) | — |
| Flowgroup Plc | Full disposal | Quoted | 207 | — | (207) | — |
| Vanguard FTSE U.K. Equity Income Index Fund GBP Acc | Part disposal | Quoted | 462 | 587 | 125 | 453 |
| Tracsis Plc | Part disposal | Quoted | 234 | 555 | 321 | 450 |
| Cohort Plc | Part disposal | Quoted | 74 | 482 | 408 | 429 |
| Arecor Therapeutics Plc | Part disposal | Quoted | 432 | 350 | (82) | 358 |
| GENinCode Plc | Part disposal | Quoted | 162 | 130 | (33) | 136 |
| SysGroup Plc | Part disposal | Quoted | 51 | 17 | (34) | 16 |
| Eneraqua Technologies Plc | Part disposal | Quoted | 138 | 12 | (126) | 16 |
| Verici Dx Plc | Part disposal | Quoted | 68 | 2 | (66) | 4 |
| Total | 10,969 | 5,529 | (5,440) | 5,310 |
- Proceeds on exit excluding interest, dividends and exit fees where applicable.
STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 March 2026
| Year ended 31 March 2026 | Year ended 31 March 2025 | ||||||
| Revenue | Capital | Total | Revenue | Capital | Total | ||
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | ||
| Gains/(losses) on investments | — | 1,741 | 1,741 | — | (14,488) | (14,488) | |
| (Income expense)/income | (276) | — | (276) | 4,802 | — | 4,802 | |
| Investment management fees | (786) | (786) | (1,572) | (907) | (907) | (1,814) | |
| Other expenses | (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 | — | — | — | — | — | — | |
| (Loss)/return on ordinary activities after taxation | (2,193) | 955 | (1,238) | 2,684 | (15,395) | (12,711) | |
| (Loss)/return per share | (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 in the Annual report form part of these financial statements.
RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS’ FUNDS
For the year ended 31 March 2026
| Share | Capital | ||||||
| Called-up | premium | redemption | Distributable | Capital | Revaluation | ||
| share capital | account | reserve | reserve | reserve | reserve | Total | |
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’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 in the Annual report form part of these financial statements.
BALANCE SHEET
At 31 March 2026
| As at | As at | ||
| 31 March | 31 March | ||
| 2026 | 2025 | ||
| £’000 | £’000 | ||
| Fixed assets | |||
| Investments held at fair value through profit or loss | 80,551 | 75,845 | |
| Current assets | |||
| Debtors | 6,437 | 9,661 | |
| Cash and cash equivalents | 3,893 | 11,222 | |
| 10,330 | 20,883 | ||
| Creditors | |||
| Amounts falling due within one year | (2,042) | (1,727) | |
| Net current assets | 8,288 | 19,156 | |
| Net assets | 88,839 | 95,001 | |
| Capital and reserves | |||
| Called-up share capital | 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 | 85.0p | 90.1p |
The notes on pages 90 to 106 in the Annual report 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
CASH FLOW STATEMENT
For the year ended 31 March 2026
| Year ended | Year ended | ||
| 31 March | 31 March | ||
| 2026 | 2025 | ||
| £’000 | £’000 | ||
| Cash flow from operating activities | |||
| Loan interest received from investments | 1,000 | — | |
| Dividends received from investments | 632 | 4,160 | |
| Deposit and similar interest received | 253 | 251 | |
| Investment management fees paid | (1,377) | (2,356) | |
| Secretarial fees paid | (123) | (207) | |
| Other cash payments | (861) | (975) | |
| Net cash (outflow)/inflow from operating activities | (476) | 873 | |
| Cash flow from investing activities | |||
| Purchase of investments | (8,503) | (4,888) | |
| Proceeds on sale of investments | 5,529 | 8,602 | |
| Proceeds on deferred consideration | 9 | 837 | |
| Cash acquired on merger with Thames Ventures VCT 2 Plc | — | 9,630 | |
| Investments awaiting completion | (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 | (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 in 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 2026, 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 2026 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 2026. 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/strategies-funds/tax-efficient-investing/venture-capital-trusts/foresight-ventures-vct.
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.
| 31 March | 31 March | |
| 2026 | 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 |
5 Return per share
| Year ended | Year ended | |
| 31 March | 31 March | |
| 2026 | 2025 | |
| £’000 | £’000 | |
| Total loss after taxation | (1,238) | (12,711) |
| Total loss per share (note a) | (1.2)p | (8.5)p |
| Revenue (loss)/return from ordinary activities after taxation | (2,193) | 2,684 |
| Revenue (loss)/return per share (note b) | (2.1)p | 1.8p |
| Capital return/(loss) from ordinary activities after taxation | 955 | (15,395) |
| Capital return/(loss) per share (note c) | 0.9p | (10.3)p |
| Weighted average number of shares in issue in the year (note d) | 105,760,291 | 149,786,977 |
Notes:
a) Total loss per share is total return after taxation divided by the weighted average number of shares in issue during the year.
b) Revenue (loss)/return per share is revenue return after taxation divided by the weighted average number of shares in issue during the year.
c) Capital return/(loss) per share is capital return after taxation divided by the weighted average number of shares in issue during the year.
d) The weighted average number of shares is calculated by taking the number of shares issued and bought back during the year, multiplying each by the percentage of the year for which that share number applies and then totalling with the number of shares in issue at the beginning of the year.
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 21 September 2026 at 1.00pm. Details will be published on both the Company’s and the Manager’s website at www.foresight.group/strategies-funds/tax-efficient-investing/venture-capital-trusts/foresight-ventures-vct.
7 (Income expense)/income
| Year ended | Year ended | |
| 31 March | 31 March | |
| 2026 | 2025 | |
| £’000 | £’000 | |
| Dividend income | 632 | 4,042 |
| Deposit and similar interest received | 253 | 251 |
| Loan stock interest (expense)/income | (1,161)1 | 509 |
| (276) | 4,802 |
- During the year, £1.7 million of interest was written off in respect of Baron House Developments LLP (£1.0 million) and Cadbury House Holdings Limited (£0.7 million).
8 Investments held at fair value through profit or loss
| Unquoted | Yield | |||
| Growth | Focused | Quoted1 | Total | |
| £’000 | £’000 | £’000 | £’000 | |
| Book cost at 1 April 2025 | 64,746 | 14,030 | 20,794 | 99,570 |
| Unrealised and foreign exchange losses | (9,868) | (3,188) | (10,669) | (23,725) |
| Valuation at 1 April 2025 | 54,878 | 10,842 | 10,125 | 75,845 |
| Movements in the year: | ||||
| Purchases at cost | 8,503 | — | — | 8,503 |
| Disposal proceeds | (1,715) | (1,679) | (2,135) | (5,529) |
| Realised losses on disposals | (3,242) | (2,152) | (46) | (5,440) |
| Foreign exchange losses | (102) | — | — | (102) |
| Unrealised gains/(losses) | 5,941 | 1,671 | (338) | 7,274 |
| Valuation at 31 March 2026 | 64,263 | 8,682 | 7,606 | 80,551 |
| Book cost at 31 March 2026 | 68,292 | 10,199 | 18,613 | 97,104 |
| Unrealised and foreign exchange losses | (4,029) | (1,517) | (11,007) | (16,553) |
| Valuation at 31 March 2026 | 64,263 | 8,682 | 7,606 | 80,551 |
- 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 in the Annual Report.
| Year ended | Year ended | |
| 31 March | 31 March | |
| 2026 | 2025 | |
| £’000 | £’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) |
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 74 in the Annual report for the Directors’ remuneration tables.
10 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.
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
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