Foresight VCT plcAnnual Report and Accounts 31 December 2023

Foresight VCT plc

Annual Report and Accounts

31 December 2023

Our Purpose

Foresight VCT plc is a Venture Capital Trust

aiming to provide private investors with regular

dividends and capital growth from a portfolio

of investments in fast‑growing unquoted

companies in the UK.

Key objectives

Awards

Key dates

Payment of annual ordinary

dividends of at least 5% of

the latest announced NAV

Development of Net Asset

Value Total Return above a

5% target

Maintaining a programme of

regular share buybacks at a

discount no less than 7.5%

to NAV

Implementing a significant

number of new and

follow‑on investments,

exceeding deployment

requirements to maintain

VCT status

Annual General Meeting 4 June 2024

Half‑Yearly results to

30June2024

September 2024

Annual results to

31December2024

April 2025

Strategic Report

Financial Highlights 2

Chair’s Statement 4

Evolution of Foresight VCT plc 10

Company Objectives and KPIs 11

Manager’s Review 15

Top Ten Investments 30

Portfolio Overview 35

About the Manager 39

Co-Investments 41

Stakeholders and S172 44

Responsible Investment 46

Risks 50

Viability Statement 53

Governance

Board of Directors 55

Directors’ Report 57

Corporate Governance 63

Audit Committee Report 67

Directors’ Remuneration Report 69

Statement of Directors’ Responsibilities 74

Financial Statements

Independent Auditor’s Report 76

Income Statement 83

Reconciliation of Movements in Shareholders’ Funds 84

Balance Sheet 86

Cash Flow Statement 87

Notes to the Accounts 89

Notice of Annual General Meeting 107

C Shares Dividend History and NAV Total Return 111

Glossary of Terms 112

Financial Conduct Authority 113

Shareholder Information 114

Additional Information 115

Corporate Information 116

www.foresightvct.com

Contents

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Strategic Report

NAV Total Return per share for the year was 7.8% and the

Company paid two dividends, totalling 8.4p per share.

This represented a dividend yield of 10.7%.

ș Total net assets £219.1 million.

ș A final dividend of 4.4p per share was paid on 30 June 2023, costing £10.7 million.

ș A special interim dividend of 4.0p per share was paid on 18 August 2023, costing £9.8 million.

ș Net Asset Value per share decreased by 1.8% from 87.5p at 31 December 2022 to 85.9p at

31December2023. After adding back the payments of a 4.4p dividend made on 30 June 2023 and a

4.0pdividend made on 18 August 2023, NAV Total Return per share was 94.3p, bringing the total return

inthe year to 7.8%.

ș Nine new investments costing £11.5 million and nine follow-on investments costing £8.8 million were made

during the year.

ș The value of the investment portfolio rose by £1.6 million in the year to 31 December 2023.

Thiswasdrivenby an increase of £14.8 million in the valuation of investments, plus£20.3million of new

and follow-on investments offset by sales of investments totalling £33.2 million and loan repayments

totalling £0.3 million.

ș The offer for subscription launched in November 2023 was closed to further applications on

26January2024 and raised a total of £23.9million after expenses.

ș The Board is recommending a final dividend for the year ended 31 December 2023 of 4.4p per share,

tobepaid on 28 June 2024.

Financial Highlights

£219.1m

Total Net Assets

as at 31 December 2023

85.9p

NAV per share

as at 31 December 2023

£14.8m

Increase in valuation of

investments in the year

ended31 December 2023

8.4p

Dividends paid

4.4p 30 June 2023 and

4.0p 18 August 2023

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Strategic Report

Key metrics

Financial Highlights continued

1 year 3 years 5 years

Movement in NAV Total Return as at 31 December 2023

7.8% 44.5% 47.0%

31 December

2023

31 December

2022

Total net assets £219.1m £191.7m

Net Asset Value per share 85.9p 87.5p

Movement in Net Asset Value Total Return during the year

7.8% 6.5%

Share price 78.5p 76.5p

Share Price Total Return

1, 2

231.0p 227.1p

Dividends per share paid in the year

8.4p 8.5p

Dividend yield

10.7% 11.1%

Shares in issue 255,218,477 219,151,944

2023

2022

Discount to NAV at 31 December

8.6% 12.6%

Average discount on buybacks

7.5% 10.0%

Shares bought back during the year under review

6,784,285 11,429,802

Shares issued through fundraising 37,910,583 20,797,803

Shares issued under the dividend reinvestment scheme 4,940,235 4,192,856

Ongoing charges ratio (based on quarterly average net assets)

2.2% 2.2%

1. Definitions of these Alternative Performance Measures (“APMs”) can be found

inthe Glossary on page 112.

2. Based on 100.0p invested in the original Ordinary Share class launched in 1997.

Place of business

of portfolio companies

Key

Technology, Media &

Telecommunications

Industrials & Manufacturing

Healthcare

Business Services

Consumer & Leisure

Financial Services

Other

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Strategic Report

“I am pleased to present the

Company’s audited Annual

Report and Accounts for the

year ended 31 December 2023

and to report a Net Asset Value

Total Return of 7.8% for the year

and a dividend yield of 10.7%

including a special dividend.”

Margaret Littlejohns

Chair of Foresight VCT plc

Overview of 2023

The Net Asset Value (“NAV”) Total Return per share of 7.8%

for 2023 represents another good investment performance

by the Company despite the continuing challenges of the

current macroeconomic environment.

The UK’s economy fell into a recession in the second half

of 2023, with GDP contracting in the two last quarters.

Atthe start of the year inflation remained stubbornly high

but gradually fell to 4% by year end, closer to the Bank

of England's inflation target of 2%. Nonetheless the Bank

of England, still wary of embedded inflation, maintained

interest rates at 5.25% from August onwards and there is

still uncertainty over the timing of future interest rate cuts,

despite a further fall in reported inflation to 3.4% in February.

On a global level, the continuing war in Ukraine and the more

recent conflict in the Middle East have increased geopolitical

concerns and heightened nervousness in the financial

markets. Against this backdrop, understandably consumer

and business confidence in the UK remains fragile.

Nevertheless, the performance of the Company’s portfolio in

aggregate throughout the year has remained healthy against

this unpromising background.

The Manager has continued to work closely with the

individual investee companies and developed a good

understanding of their changing business requirements.

Many of the portfolio companies successfully adapted to the

new economic landscape, with some performing extremely

well and demonstrating the strength of their management

teams. A minority struggled as a result of a fall in consumer

demand, inflationary pressures, surging energy prices, labour

shortages and more limited fundraising opportunities. The

overall solid performance of the Company through 2023,

however, demonstrates the advantages of a well-constructed

and diversified portfolio.

Chair's Statement

53.1m

Investments as at

31 December 2023

£14.8m

Uplift in valuation of investments in

the year ended 31 December 2023

£33.5m

Investment realisations in

the year ended 31 December 2023

Portfolio overview

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Strategic Report

Chair's Statement continued

Strategy

The Board and the Manager continue to pursue a strategy

for the Company which includes the following four key

objectives:

ș Growth in Net Asset Value Total Return above a 5% target

ș Payment of annual ordinary dividends of at least 5% of the

NAV per share per annum (based on the latest announced

NAV per share)

ș The implementation of a significant number of new and

follow-on qualifying investments every year, exceeding

deployment requirements to maintain VCT status

ș Maintaining a programme of regular share buybacks

at a discount of no less than 7.5% (2022: 10.0%) to the

prevailing NAV per share

The Board and the Manager believe that these key objectives

remain appropriate and the Company’s performance in

relation to each of them over the past year is reviewed in

more detail below.

Net Asset Value and dividends

The NAV of the Company grew over the financial year from

£191.7 million to £219.1 million at 31 December 2023. Atthe

end of 2023, nearly four-fifths of the Company’s assets

were already invested, and the Board believed it would

be in the Company’s best interest to raise further funds to

provide liquidity for its activities in 2024 and beyond. On

15 November 2023, the Company launched an offer for

subscription to raise up to £20 million, with an over-allotment

facility to raise up to a further £5 million, through the

issue of new shares. The offer was closed to applications

on 26January 2024 having raised gross proceeds of

£25.0million, £23.9 million after expenses.

During the year, the previous offer was closed to applications

on 13 April 2023 and raised gross funds of £24.1 million.

We would like to thank those existing shareholders who

supported these offers and welcome all new shareholders

to the Company.

The Company paid two dividends during the year:

an ordinary dividend of 4.4p per share paid on

30 June 2023 which represented 5% of the NAV per share

as at 31 December 2022 and a special dividend of 4.0p

per share paid on 18 August 2023, following the successful

sales of Mowgli, Innovation Consulting Group and Datapath.

The distribution of both these dividends reduced the NAV

per share to 85.9p at 31 December 2023, a reduction of

1.6p from 87.5p at 31December 2022. After adding back

both dividends, the NAV per share for the year was 94.3p,

representing a total return of 7.8%.

The total return per share from an investment in the

Company’s shares made five years ago is 47.0%, which

is well above the minimum target return set by the Board

of 5% per annum. Exceeding this target is at the centre of

the Company’s current and future portfolio management

objectives.

The Board is recommending a final dividend for the year

ended 31 December 2023 of 4.4p per share, to be paid on

28 June 2024 based on an ex-dividend date of

13 June 2024, with a record date of 14 June 2024.

At the year end, distributable reserves totalled £52,046,000

(2022: £64,303,000).

The Company continues to achieve its target dividend yield

of 5% of NAV, which was set in 2019 in light of the change

in portfolio towards earlier-stage, higher-risk companies, as

required by the VCT rules. This level may be supplemented

in future by payment of additional special dividends as and

when particularly successful portfolio disposals are achieved.

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Strategic Report

Chair's Statement continued

Investment performance and portfolio activity

A detailed analysis of the investment portfolio performance

over the year is given in the Manager’s Review.

The value of the investment portfolio rose by £1.6 million

in the year to 31 December 2023. This was driven by an

increase of £14.8 million in the valuation of investments,

plus £20.3 million of new and follow-on investments, offset

by sales of investments totalling £33.2 million and loan

repayments totalling £0.3 million.

In brief, during the year under review, the Manager completed

nine new investments, in a range of sectors, and nine

follow-on investments deploying £11.5 million and £8.8

million respectively. The Board and the Manager believe

that a similar number of new and follow-on investments

can be achieved in 2024. The Company also exited six

investments, generating proceeds of £33.2 million with a

further £1.7million of deferred consideration included within

debtors at the year end. These sales produced net gains in

valuation of £4.5 million in the year and represented in total

a combined return multiple of 3.4 times over the life of the

investments. Of particular note was the successful sale of

Datapath Group Limited in September 2023, which generated

a multiple of over 11.6 times the original cost of £1.0

million. Further details of these particular investments and

realisations can be found in the Manager's Review on pages

21 and 22.

After the year end, the Company made three new and two

follow-on investments totalling £8.2 million. Furthermore,

in March 2024, the Company realised its holding in Specac

International Limited. The exit generated proceeds of £11.2

million at completion. When added to £1.5million of cash

returned to date, this implies a total cash-on-cash return of

10.3 times the initial investment, equivalent to an IRR of 34%.

The Company and Foresight Enterprise VCT plc have

the same Manager and share similar investment policies.

The Board closely monitors the extent and nature of the

pipeline of investment opportunities and is reassured by the

Manager’s confidence in being able to deploy funds without

compromising quality and to satisfy the investment needs of

both companies.

Responsible investing

The analysis of environmental, social and governance (“ESG”)

issues is embedded in the Manager’s investment process

and these factors are considered key in determining the

quality of a business and its long-term success. Central to

the Manager’s responsible investment approach are five ESG

principles that are applied to evaluate investee companies,

acquired since May 2018, throughout the lifecycle of their

investment, from their initial review and acquisition to their

final sale. Every year, these portfolio companies are assessed

and progress is measured against these principles. More

detailed information about the process can be found on

pages 46 to 49 of the Manager’s Review.

Buybacks

During the year the Company repurchased 6,784,285 shares

for cancellation at an average discount of 7.5%, achieving

its revised objective of maintaining regular share buybacks

at a discount of 7.5%. As noted above and in the November

2023 Prospectus, the Board now has a current objective

of maintaining a programme of regular share buybacks at

a discount of no less than 7.5% to the prevailing NAV per

share. The Board and the Manager consider that the ability

to offer to buy back shares at no less than 7.5% is fair to both

continuing and selling shareholders, and continues to help

underpin the discount to NAV at which the shares trade.

Share buybacks are timed to avoid the Company’s closed

periods. Buybacks will generally take place, subject to

demand, during the following times of the year:

ș April, after the Annual Report has been published

ș June, prior to the half-yearly reporting date of 30 June

ș September, after the Half-Yearly Report has been

published

ș December, prior to the end of the financial year

Management charges, co-investment and

performance incentive

The annual management fee is an amount equal to 2% of net

assets, excluding cash balances above £20 million, which are

charged at a reduced rate of 1%. This has resulted in ongoing

charges for the period ended 31 December 2023 of 2.2%,

which is at the lower end of the range when compared to

competitor VCTs.

Since March 2017, co-investments made by the Manager

and individual members of the Manager’s private equity

team have totalled £1.3 million alongside the Company’s

investments of £101.3 million. The co-investment scheme

requires that the individual members of the private equity

team invest in all of the Company’s investments from that

date onwards and prohibits selective “cherry picking” of

co-investments. If any individual team member opts out of

co-investment, they cannot invest in anything during that year.

The Board believes that the co-investment scheme aligns the

interests of the Manager's team with those of shareholders

and has contributed to the improvement in the Company’s

investment performance.

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Strategic Report

Chair's Statement continued

Management charges, co-investment and

performance incentive continued

A new performance incentive scheme was formally approved

by shareholders at a general meeting of the Company

held on 15 June 2023 and has now replaced the original

scheme which was approved on 8 March 2017. The revised

arrangements were designed to be simpler to implement and

understand and to cap the maximum annual payment under

the scheme, whilst continuing to incentivise the Manager’s

performance and align with the interests of shareholders.

The new arrangements will be subject to continual review

by the Board to ensure they meet these objectives. The new

arrangements have superseded the previous scheme and any

potential outstanding liabilities relating to it have ended. The

Manager will now be able to earn an annual performance fee

as summarised below.

A performance incentive fee will be payable in respect of

each financial year commencing on or after 1 January 2023,

where the Company achieves an average annual NAV Total

Return per share, over a rolling five-year period, in excess of

an average annual hurdle of 5% (simple not compounded).

If this hurdle is met, the Manager would be entitled to an

amount equal to 20% of the excess over the hurdle, subject

to a cap of 1% of the closing Net Asset Value for the relevant

financial year. No fee will become due in excess of this cap.

75% of the performance incentive fees are payable to the

private equity team and the balance of 25% to the Manager.

Where there is a negative annual return in the last year of

the rolling five-year period, no fee shall be payable, even if

the five-year average hurdle is exceeded. However, in such

circumstances the potential fee will be carried forward and

may become due at the end of the next financial year if

certain criteria are met. Any such catch-up fees shall be paid

alongside any fee payable for the next financial year, subject

to the 1% cap applying to both fees in aggregate.

Any such catch-up fees cannot be rolled further forward to

subsequent financial years.

More information on the current performance incentive

arrangements (including an explanation of terms used above)

can be found in note 13 of these accounts.

A performance fee of £1.5 million is due in respect of the

2023 financial year, based on the outperformance of the

average five-year annual NAV Total Return per share as

described above. Over the last five years the NAV Total

Return per share has increased by 37.2p (47.6%), representing

an average of 7.4p each year. This exceeds the average

annual 5% hurdle by 3.5p per share and represents a period

of strong performance by the Company.

Board composition

The Board continues to review its own performance and

undertakes succession planning to maintain an appropriate

level of independence, experience, diversity and skills in

order to be in a position to discharge its responsibilities.

2023 has seen some planned changes to the composition of

the Board. The Board was delighted to appoint David Ford

and Dan Sandhu as Non-Executive Directors in January 2023.

After over 16 years as a Non-Executive Director, including

nearly 12 years as Chair of the Audit Committee, Gordon

Humphries did not stand for re-election at the AGM on

15June 2023. On behalf of the Company, I would like to thank

Gordon for his significant contribution and dedication to the

Company over many years. We are very pleased to remain in

contact with him in his new role as Chair of the AIC where his

VCT experience will continue to benefit the VCT sector.

Gordon has been succeeded as Chair of the Audit Committee

by Patricia Dimond, who has already served on the Board for

over three years.

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Strategic Report

Chair's Statement continued

Board composition continued

Jocelin Harris, who has served on the Board since

December 2015, will be retiring from the Board at this

year’s AGM. Jocelin’s commercial and investment experience,

combined with his legal training, have been of enormous

benefit to the Company. On behalf of the Board and

shareholders, I would like to thank Jocelin for his valuable

contribution to Board discussions and his wise counsel during

his many years of service. He will be greatly missed and we

wish him the very best for the future.

Shareholder communication

We were delighted to meet with some shareholders in person

at the AGM last year. We hope many of you will be available

to attend this year’s AGM on 4 June 2024, as detailed below.

Annual General Meeting

The Company’s Annual General Meeting will take place at

the Company's registered office on 4 June 2024 at 2:00pm

and we look forward to meeting as many of you as possible

in person. Please refer to the formal notice on page 107 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 2:00pm on 31 May 2024 and to forward any

questions by email to InvestorRelations@foresightgroup.eu in

advance of the meeting.

VCT Sunset clause

A condition of the European Commission’s State Aid approval

of the UK’s VCT scheme in 2015 was the introduction of a

retirement date for the current scheme at midnight on

5 April 2025, known as the “Sunset clause”. This "Sunset

clause" for VCT reliefs therefore needs to be extended

or cancelled by the government before this expiry date

or the income tax relief given to VCT subscriptions made

after this date would no longer be available to investors.

I am pleased to report that during the Autumn Statement

delivered by the government in November 2023, Chancellor

Jeremy Hunt announced the extension of the "Sunset clause"

applying to VCTs for another ten years to April 2035. The

UK should be able to extend the scheme through secondary

legislation without European Commission approval, clarified

by the Northern Ireland Protocol, the Windsor Framework

announced during the year.

Outlook

Experience has taught us that it is not possible to predict

outcomes in an uncertain world, particularly in a year when

nearly half the population will have the opportunity to vote in

elections and potentially introduce radical political change.

However, it is not unreasonable to expect that growth in

the UK is likely to continue to be weak in 2024 against a

background of macroeconomic and political uncertainty:

ongoing inflationary pressures, tight monetary policies and

supply chain issues, labour shortages and a lack of bank

lending appetite may all continue to dampen economic

recovery. We are conscious that such conditions could prove

challenging for our investee companies which are unquoted,

small, early-growth businesses and, by their nature, entail

higher risk and lower liquidity levels than larger listed

companies.

On the other hand, these younger companies may prove

more agile and creative in their approach and better able

to adapt their operations and develop new products

and services in response to the uncertain circumstances.

Adifficult funding environment can create good opportunity

for smart deployment.

The Manager understands well the management and business

requirements of each of the companies within the investment

portfolio and is working closely with them to help them

adapt to, and grow within, this changing environment. The

Company’s current portfolio of investments is well diversified

by number, business sector, size and stage of development

and overall has already demonstrated its relative resilience

in the face of economic and geopolitical difficulties. We are

confident that this approach will continue to provide some

protection in volatile market conditions.

The Manager is continuing to see a promising pipeline

of potential investments, both new and follow-on. The

fundraising referred to earlier will provide additional

resources to make selective investments and enable the

Company to continue to take advantage of the increasing

numbers of opportunities that are now emerging out of

the recent disruption. Although we anticipate there will be

considerable economic headwinds in the year ahead, we

believe the Company’s generalist, diversified portfolio is

well positioned to continue to generate long-term value for

shareholders.

Margaret Littlejohns

Chair

15 April 2024

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Strategic Report

Chair's Statement continued

Dividend per

share (rebased)

18 August 2023 4.0p 1.5p

30 June 2023 4.4p 1.7p

21 October 2022 4.0p 1.5p

24 June 2022 4.5p 1.7p

25 June 2021 3.7p 1.4p

19 June 2020 3.3p 1.3p

3 May 2019 5.0p 1.9p

4 May 2018 5.0p 1.9p

29 September 2017 4.0p 1.5p

3 April 2017 5.0p 1.9p

1 April 2016 7.0p 2.7p

13 March 2015 6.0p 2.3p

14 March 2014 10.0p 3.8p

14 June 2013 5.0p 1.9p

23 March 2012 7.5p 2.9p

17 June 2011 5.0p 1.9p

29 May 2009 1.0p 0.7p

7 March 2008 5.0p 3.4p

26 May 2006 0.5p 0.5p

5 July 2004 52.0p 52.0p

22 September 2003 8.0p 8.0p

30 June 2003 0.5p 0.5p

8 May 2000 100.0p 100.0p

6 August 1999 1.0p 1.0p

29 January 1999 3.2p 3.2p

Total dividends paid 201.1p

NAV per share based on 100.0p invested at launch 32.8p

NAV Total Return per share based on 100.0p invested at launch 233.9p

100.0

80.0

60.0

2014 2015 2016 2017 2018 2019 2020 2022 20232021

120.0

110.0

160.0

130.0

0.0

2.0

4.0

6.0

8.0

10.0

Dividends paid and NAV Total Return (pence)

Dividend paid (p)

NAV Total Return (p)

Dividend paid (p) NAV Total Return (p)

12.0

140.0

150.0

In addition to these details, holders of the original C Share class (which became the current

Ordinary Shares in January 2007) have received total dividends as set out on page 111.

1. To get an accurate NAV Total Return per share in relation to the original Ordinary Share class launched in 1997, we have rebased

dividends and NAV to account for the merger of the original Ordinary Share class and the C Share class in January 2007

(conversion ratio of 0.688075647795) and the subsequent reconstruction of the merged share class (this being the current share

class) in March 2011 (conversion ratio of 0.554417986).

2. Based on an initial investment on 1 January 2014.

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Strategic Report

"Foresight Group is one of the longest serving VCT managers

in the industry, launching the first Foresight VCT in 1997."

Evolution of Foresight VCT plc

1997

Foresight VCT (formerly

Foresight Technology

VCT plc) was launched in

November 1997, initially

raising £10.9million through

an issueofOrdinary

Shares (original Ordinary

Shares) for investment in

technology-focused companies.

1999

A separate class of C Shares

was launched in 1999,

initially raising £32.6 million.

2007

In January 2007, the original

Ordinary Share and C Share

classes were merged into one

class of Ordinary Shares and

the Company was renamed

Foresight VCT plc.

2010

Foresight VCT and Foresight

2 VCT raised £12 million of

Planned Exit Shares in the

2009/10 tax year.

2011

In March 2011, Keydata

Income VCT 1 plc and

Keydata Income VCT 2

plc were merged into the

Ordinary Share class of

Foresight VCT plc.

2011

In March 2011, a

reconstruction of the

Ordinary Shares took

place to rebase the NAV

per share to 100p.

2012

Foresight VCT and Foresight

2 VCT raised more than

£30million in the 2011/12

tax year through the launch

of a new Infrastructure

Shareclass.

2015

On 18 December 2015,

following shareholder

approval, Foresight 2 VCT plc

was merged into Foresight

VCT plc, creating the then

third largest VCT in the UK.

2017

The Company completed

the sale of all investments in

the Planned Exit Share class

and the Infrastructure Share

class. These were wound

up, with final distributions

made to shareholders on

29December 2017.

2018

Since 24 January 2018,

theCompany has comprised

one single class of share,

theOrdinary Shares.

2024

On 27 January 2024, the

Company closed its latest

offer for subscription

afterraising £23.9 million

after expenses.

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Strategic Report

Company Objectives and KPIs

Objective Progress against objective KPIs

Growth in Net Asset Value Total Return

above a 5% target while continuing to

grow the Company’s assets

ș The NAV of the Company grew from £191.7 million as at

31December 2022 to 219.1 million as at 31 December 2023.

ș During the year the NAV per share decreased by 1.8% from

87.5p at 31 December 2022 to 85.9p at 31 December 2023.

ș After adding back the payments of a 4.4p dividend made on

30June 2023 and a 4.0p dividend made on 18 August 2023,

NAV Total Return per share was 94.3p, making the total return

in the year 7.8%.

ș The total return per share from an investment made five years

ago is 47.0%, which is above the minimum target return set by

the Board of 5% per annum.

7.8%

Movement in NAV Total Return

(31 December 2022: 6.5%)

85.9p

NAV per share

(31 December 2022: 87.5p)

Objective Progress against objective KPIs

Payment of annual ordinary dividends

of at least 5% of the latest announced

NAV per share while endeavouring, at a

minimum, to maintain the NAV per share

on a year‑on‑year basis

ș The final dividend for the year ended 31 December 2022

of 4.4p per share was paid on 30 June 2023 based on an

ex-dividend date of 15 June 2023, with a record date of

16June 2023.

ș A special interim dividend following successful realisations of

Mowgli, Innovation Consulting Group and Datapath of 4.0p per

share was paid on 18 August 2023 based on an ex-dividend

date of 3 August 2023, with a record date of 4 August 2023.

ș This total payout exceeded the minimum target dividend per

share of 5% of the NAV per share of 88.5p as at 5 April2023.

ș This target was set in 2019 in light of the change in the

portfolio towards earlier-stage, higher-risk companies,

asrequired by the current VCT rules.

4.4p

Final dividend paid

30 June 2023

(24 June 2022: 4.5p)

4.0p

Special dividend paid

18 August 2023

(21 October 2022: 4.0p)

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Strategic Report

7.8%

FY23FY22

6.5%

FY19

76.5p

FY20

73.7p

FY21

90.1p

FY22

87.5p

FY23

85.9p

4.4p

FY23FY22

4.5p

4.0p

FY23FY22

4.0p

Company Objectives and KPIs continued

Objective Progress against objective KPIs

The implementation of a significant

number of new and follow‑on qualifying

investments every year, exceeding

deployment requirements to maintain

VCTstatus

ș During the year the Manager completed nine new investments

and nine follow-on investments costing £11.5 million and

£8.8million respectively. Details of each of these new portfolio

companies can be found in the Manager’s Review.

ș This level of new investment was in line with the Board’s

expectations, having successfully supported the existing

portfolio through the various stages of the pandemic and the

economic shock of the ongoing conflict in Ukraine.

ș The Board and the Manager believe that a significant number

of new and follow-on investments can be achieved in 2024

as the ongoing economic difficulties and political turmoil are

already presenting unique investment opportunities.

£11.5m

New investment deployment

in the year to 31 December 2023

(31 December 2022: £6.8m)

£8.8m

Follow‑on investment

deployment

in the year to 31 December 2023

(31 December 2022: £3.3m)

Objective Progress against objective KPIs

Maintaining a programme of regular share

buybacks at a discount of no less than

7.5% to the prevailing NAV per share

ș During the year, the Company repurchased 6,784,285 shares

for cancellation at an average discount of 7.5%.

ș As outlined in the November 2023 Prospectus, the Board has a

current objective of maintaining a programme of regular share

buybacks at a discount of no less than 7.5% to the prevailing

NAV per share.

6,784,285

Number of shares bought back

in the year to 31 December 2023

(31 December 2022:

11,429,802)

7.5%

Average discount on buybacks

in the year to 31 December 2023

(31 December 2022: 10.0%)

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Strategic Report

£6.8m

FY23FY22

£11.5m

£3.3m

FY23FY22

£8.8m

10.0%

FY23FY22

7.5%

11,429, 8 02

FY23FY22

6,784,285

Company Objectives and KPIs continued

Investment objective

To provide private investors with regular dividends

and capital growth from a portfolio of investments in

fast‑growingunquoted companies in the UK.

Performance and Key Performance Indicators (“KPIs”)

The Board expects the Manager to deliver a performance

which meets the objectives of the Company. The KPIs

covering these objectives are growth in Net Asset Value

per share and dividend payment, which, when combined,

give a positive overall NAV Total Return. Additional KPIs

and Alternative Performance Measures (“APMs”) reviewed

by the Board include the total expenses as a proportion

of shareholders’ funds. KPIs and APMs allow performance

comparisons to be made between VCTs.

A record of some of these indicators is contained in the Key

Metrics section on page 3 and the Company Objectives and

KPIs section on pages 11 to 14.

The ongoing charges ratio for the year was 2.2% of net assets.

Further detail of the Company’s KPIs and APMs can be found

in the Glossary of Terms on page 112.

A review of the Company’s performance during the financial

year, the position of the Company at the year end and the

outlook for the coming year is contained within the Manager’s

Review. The Board assesses the performance of the Manager

in meeting the Company’s objective against the primary KPIs

and APMs highlighted above.

Investments in unquoted companies at an early stage of

their development will involve some disappointments.

However, investing the Company’s funds in companies with

high growth characteristics with the potential to become

strong performers within their respective fields creates an

opportunity to provide investors with regular dividends and

capital growth.

Strategies for achieving objectives

Investment policy

The Company will target investments in UK unquoted

companies which it believes will achieve the objective

ofproducing attractive returns for shareholders.

Investment securities

The Company invests in a range of securities including

ordinary and preference shares, loan stock, convertible

securities, fixed-interest securities and cash. Unquoted

investments are usually structured as a combination of

ordinary shares and loan stock.

UK companies

Investments are primarily made in companies which are

substantially based in the UK, although many will trade

overseas. The companies in which investments are made

must satisfy a number of tests set out in Part 6 of the

Income Tax Act 2007 to be classed as VCT qualifying

holdings.

Asset mix

The Company aims to be significantly invested in

growth businesses, subject always to the quality of

investment opportunities and the timing of realisations.

Any uninvested funds are held in cash and a range of

permittedliquidity investments.

Risk diversification and maximum exposures

Risk is spread by investing in a number of different

businesses within different industry sectors at different

stages of development, using a mixture of securities.

Themaximum amount invested in any one company,

including any guarantees to banks or third parties

providing loans or other investment to such a company,

is limited by VCT legislation to 15% of the Company’s

investments (which includes cash) by VCT value at the

timeof investment.

Investment style

Investments are selected in the expectation that value

will be enhanced by the application of private equity

disciplines, including an active management style for

unquoted companies through the appointment of an

investor director to investee company boards.

Borrowing powers

The Company is permitted by its Articles to borrow

an amount not exceeding a sum equal to the adjusted

capital and reserves (being the aggregate of the amount

paid up on the issued share capital of the Company

and the amount standing to the credit of its reserves).

TheCompany does not currently borrow, and the Board

has no plans to do so.

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Strategic Report

Company Objectives and KPIs continued

Other funds managed by Foresight Group

The Company may invest alongside other funds managed or

advised by the Manager. Where more than one fund is able

to participate in an investment opportunity, allocations will

generally be made based on the Manager’s allocation policy,

other than where a fund has a pre-existing investment where

the incumbent fund will have priority. Implementation of this

policy, which has been submitted to and approved by the

Board, will be subject to the availability of monies to make

the investment and other portfolio considerations, such as

the portfolio diversity and the need to maintain VCT status.

The Manager provides investment management services or

advice to Foresight Enterprise VCT plc, Foresight Technology

VCT plc, Foresight Nottingham Fund LP, Foresight Solar

Fund Limited, Foresight Inheritance Tax Solutions, Foresight

Regional Investment LP, Foresight WAE Technology EIS Fund,

Foresight Italian Green Bond Fund, MEIF ESEM Equity LP,

Scottish Growth Scheme – Foresight Group Equity Partners

LP, NI Opportunities LP, JLEN Environmental Assets Group

Limited, Foresight Regional Investment II LP, Foresight

Energy Infrastructure Partners S.C.Sp, Foresight Regional

Investment III LP, NI Opportunities II LP, Foresight Sustainable

Forestry Company plc, Foresight Regional Investment IV

LP, Foresight Regional Investment V LP, AIB Foresight SME

Impact LP, Foresight West Yorkshire Business Accelerator LP,

FP Foresight Sustainable Future Themes Fund, FP Foresight

Global Real Infrastructure Fund, FP Foresight Sustainable

Real Estate Securities Fund, FP Foresight UK Infrastructure

Income Fund, Thames Ventures VCT 1 plc, Thames Ventures

VCT 2 plc, Thames Ventures EIS, Cromwell Foresight

Global Sustainable Infrastructure Fund, Foresight Regional

Investment Fund VI LP and IFW-Equity LP.

VCT regulation

The investment policy is designed to ensure that the Company

continues to qualify and is approved as a VCT byHMRC.

Amongst other conditions, the Company may not invest more

than 15% of its total investments and cash by VCT value, at

the time of making the investment, in a single company, must

also have at least 80% by VCT value of its investments and

cash throughout the period in shares or securities in qualifying

holdings and must invest 30% of fundsraised in qualifying

holdings within 12 months of the end of the year in which those

funds were raised. In addition, in aggregate, 70% of a VCT’s

qualifying investments (30% for investments made before

6April 2018 from funds raised before 6 April 2011) by VCT

value must be in Ordinary Shareswhich carry no preferential

rights to assets on a winding up or to dividends (apart from

certain non-cumulative fixed preferential rights). For each

individual investment, aminimumof 10% of the investment

must be in ordinary shares of that company.

Dividend policy

The Board will endeavour to pay annual dividends of at least

5% of the NAV per share based on the latest announced NAV

per share. The aim of the Board and the Manager is for future

investment performance to support this level of distribution,

whilst also at least maintaining the NAV per share on a

year-on-year basis. This level of dividend may be

supplemented by the payment of additional “special”

dividends as and when particularly successful portfolio

disposals are made.

Share buyback policy

It is the Company’s policy, subject to adequate cash

availability and distributable reserves, to consider

repurchasing shares when they become available in order

tohelp provide liquidity to the market in the Company’s

shares at a discount of no less than 7.5% to the prevailing

NAV per share.

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Strategic Report

Manager's Review

What’s in this section

Manager’s Review 16

Top Ten Investments 30

Portfolio Overview 35

About the Manager 39

Co-Investments 41

Stakeholders and S172 44

Responsible Investment 46

Foresight VCT plc

Annual Report and Accounts 31 December 2023

“The Board has appointed

Foresight Group LLP

(“the Manager”) to provide

investment management and

administration services.”

Manager's Review

Portfolio summary

As at 31 December 2023, the Company’s portfolio comprised

53 investments with a total cost of £103.9 million and a

valuation of £171.3 million. The portfolio is diversified by

sector, transaction type and maturity profile. Details of the

ten largest investments by valuation, including an update on

their performance, are provided on pages 30 to 34.

In the year to 31 December 2023, the value of the investment

portfolio rose by £1.6 million as a result of an increase of

£14.8 million in the valuation of investments, plus £20.3million

of new and follow-on investments offset by strong sales

of several investments realising £33.5 million. Overall, the

portfolio has performed well despite uncertainty in the market

with significant geopolitical issues and continued domestic

price inflation, coupled with high interest rates.

In line with the Board’s strategic objectives, the Manager

remains focused on growing the Company through further

development of Net Asset Value Total Return. In the year, Net

Asset Value Total Return was 7.8% and net assets increased

by 14.3% to £219.1million after the payment of dividends,

meaning that the Company has successfully met this

objective in the period under review.

23%

25%

11%

10%

27%36%

21%

11%

19%

11%

Portfolio diversification

Sector by cost Sector by valuation Key



 Technology, Media

&Telecommunications

(cost 36% | valuation 27%)



 Healthcare

(cost 21% | valuation 23%)



 Consumer & Leisure

(cost 19% | valuation 11%)



 Industrials & Manufacturing

(cost 11% | valuation 25%)



 Business Services

(cost 11% | valuation 10%)

 Other

(cost 2% | valuation 4%)

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Strategic Report

Manager's Review continued

The KSL Clinic Limited

In April 2023, the Company invested £1.0 million in the KSL

Clinic, a leading provider of hair replacement treatments, with

clinics in Manchester and Kent. The investment will enable the

company to grow its medical team and expand its geographic

presence.

Red Flag Alert Technology GroupLimited

In March 2023, the Company invested £1.7 million in Reg Flag

Alert Technology Group, a Manchester based proprietary

SaaS intelligence platform with modular capabilities spanning

compliance, prospecting, risk management and financial health

assessments. The growth capital will be used to support

further product development and expand its commercial

capabilities.

Five Wealth Limited

In March 2023, the Company invested £0.7 million in Five

Wealth, an established boutique financial planning business

operating across the North West of England. Five Wealth’s

service offering is focused on the provision of independent

private client financial advice and wealth planning. This growth

capital investment will be used to accelerate Five Wealth’s

ambition to help more people reach their financial planning

goals.

Sprintroom Limited

In January 2023, the Company invested £1.0 million of growth

capital in Sprintroom, which trades as Sprint Electric. The

business designs and manufactures drives for controlling

electric motors in light and heavy industrial applications, as

well as recovering and reusing otherwise lost energy. The

investment will be used to further develop and commercialise

novel alternating current variable speed drive technology.

Firefish Software Ltd.

In March 2023, the Company invested £1.5 million in Firefish

Software, a Glasgow-based customer relationship management

and marketing software platform targeting the recruitment

sector. The funding will be used to support the company in its

growth plans.

Loopr Ltd

In September 2023, the Company invested £1.7 million

in Loopr Ltd, trading as Looper Insights, a fast-growing,

London-based technology business providing data analytics

to digital content distributors and streaming services.

Theinvestment will enable Looper to increase the solution’s

automation and customer integration and accelerate rollout of

its products internationally.

New investments

2023 was characterised by higher interest rates and cost

inflation, although this began to stabilise during the latter part

of the year leading into 2024. Many investee management

teams have successfully steered their businesses through the

uncertainty of the year, whilst developing clearer medium and

longer-term growth plans.

The Manager has continued to invest in its deal origination

capabilities and identified a large number of potentially

attractive investment opportunities during the year.

Over the course of 2023, nine new investments were

completed, investing a total of £11.5 million. New investments

were across recruitment software, industrials, financial

planning, health services, communications and technology.

Behind these, there continues to be a strong pipeline of

opportunities that the Manager expects to convert during the

next 12 months. Follow-on investments totalling £8.8million

were also made in nine existing investee companies.

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Strategic Report

Manager's Review continuedPage title

Navitas Digital Safety Limited

In December 2023, the Company invested £1.5 million in

Navitas Digital Safety, a digital food safety management

business. The company uses a combination of hardware and

software to provide a complete food safety management

solution to hospitality sector customers. The investment

will support the company’s effort to expand its commercial

capabilities and further develop the platform.

Kognitiv Spark Inc

In December 2023, the Company invested £1.0 million

in Kognitiv Spark, a developer of augmented reality

software that enables the remote sharing of critical data

to on-site employees. Developed specifically for industrial

communications, the company’s core product offers superior

performance in terms of data compression and visualisation.

The funding will be used to expand the management team and

explore new commercial opportunities.

Live Group Limited

In December 2023, the Company invested £1.4 million in Live

Group, a global events and communications agency selling

digital and live communications and events services. The

company has developed a proprietary delegate management

platform to collect attendee data, share content and enhance

engagement with delegates. The investment will be used to

enhance and further develop the platform whilst supporting

growth plans, including international growth.

New investments continued

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Strategic Report

Manager's Review continued

Follow-on investments

Given the expansion of the portfolio, there has been an

increase in follow-on investments during the year. These

follow-on investments are to support further growth

initiatives within the portfolio. The Manager is pleased to

report that despite continuing macroeconomic uncertainty

and stubbornly high interest rates and inflation, the portfolio

remains resilient overall.

The Manager has made follow-on investments in nine

companies during 2023, totalling £8.8 million. Further details

of each of these are provided here.

The additional equity injections in the year were used

to support further growth plans, such as launching new

products or opening new sites and providing cash headroom

for further growth. In view of the economic outlook, which

remains challenging, the Manager continued to be vigilant

about the health of the rest of the portfolio and the need for

follow-on funding over the coming months.

Ollie Quinn Limited

In April 2023, the Company invested £1.0 million in Ollie Quinn,

a branded retailer of prescription glasses, sunglasses and

non-prescription polarised sunglasses based in the UK and

Canada. The investment provided the cash headroom and

time to explore longer-term financing initiatives in its continuing

search for growth opportunities.

viO HealthTech Limited

In September 2023, the Company invested £35k in viO

HealthTech Limited, a developer of innovative medical devices

that allow women to predict and detect ovulation with a high

degree of accuracy. The funding will support the business in

the next stage of market testing.

Ten Health & Fitness Limited

In March 2023, Ten Health & Fitness, a multi-site operator in

the boutique health, wellbeing and fitness market, received

an additional investment of £0.6 million. The funding enabled

the company to complete its new flagship Kings Cross site and

support the company’s growth strategy.

NorthWest EHealth Limited (“NWEH”)

In March 2023 and October 2023, the Company invested

a further £2.5 million total in aggregate in NWEH, which

provides software and services to the clinical trials market,

allowing pharmaceutical companies and contract research

organisations to conduct feasibility studies, recruit patients

and run trials. The investment provided support to the delivery

of a number of new real-world trials, while also enabling the

company to complete its ConneXon platform.

Additive Manufacturing Technologies Ltd (“AMT”)

In April 2023, the Company invested £0.1 million in AMT, which

manufactures systems that automate the post-processing of

3D printed parts. See the Key valuation changes in the period

section below for further details.

Mizaic Ltd (formerly IMMJ Systems Limited)

In February 2023, £0.6 million was invested in Mizaic, a clinical

electronic document management solution for the NHS.

The investment was used to back the new leadership team

and enhance the product roadmap, bolstering the business’

ability to support digitising patient records. Mizaic’s principal

product, MediViewer, saves time and costs for the NHS and

improves the outcomes for the clinician-patient experience.

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Strategic Report

Weduc Holdings Limited

In October 2023, the Company invested £0.6 million in

Weduc Limited, a communication platform enabling smoother

communication between parents, teachers and students,

alleviating the administrative burden for teachers and

improving parent and student engagement. The investment will

be used to support the continued growth of the platform.

Callen-Lenz Associates Limited

In December 2023, the Company invested £2.5 million in

Callen-Lenz Associates Limited. Callen-Lenz develops, designs

and manufactures air vehicles, vehicle components and

navigation and communication software for high performance

unmanned aerial vehicles ("UAVs") globally. The investment

will support the continued rapid growth of the business.

Clubspark Group Ltd

In October 2023, the Company invested £0.9 million in

Clubspark Group Ltd, a sports club management and reporting

platform for local organisations and national governing bodies.

The funding will provide further cash headroom to support

Clubspark’s continued growth.

Manager's Review continued

Follow-on investments continued

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Strategic Report

Manager's Review continued

Realisations

The M&A climate has proved more challenging than in recent

years in light of the macroeconomic conditions of high interest

rates and geopolitical uncertainty. Despite this, the Manager

was pleased to report some particularly strong realisations,

as well as the disposal of one challenged business within

the portfolio. The Manager continues to engage with a range

of potential acquirers of several portfolio companies and

to carefully consider the timing of exit for each. Demand

remains for high-quality, high-growth businesses from both

private equity and trade buyers.

Datapath Group Limited

In March 2023, the Company exited Datapath, a global leader

in the provision of hardware and software solutions for

multi-screen displays. The transaction generated proceeds

of £5.1 million at completion and a further £0.3 million was

received in November 2023. An additional £0.9 million is

payable over 24 months following exit.

The investment in Datapath was initially held by Foresight 2

VCT plc (“F2”) and was transferred to the Company on the

merger with F2 on 17 December 2015. F2 initially invested

£1.0million into the business in 2007. The accounting cost

of £7.6 million refers to the value at which F2's holding was

transferred to the Company.

When added to £5.4 million of cash returned pre-exit, this

implies a total cash-on-cash return of 11.6x the original

investment of £1.0 million, equivalent to an IRR of 37% since

the initial investment in 2007.

Since the original investment, the Manager had supported

Datapath through a period of material growth with revenues

growing from approximately £7.0 million to £25.0 million.

Datapath has developed a market-leading hardware and

software product suite for the delivery of multi-screen displays

and video walls which are sold globally to a diverse customer

base across a range of sectors.

Mowgli Street Food Group Limited

In January 2023, the Company announced the successful exit

of casual Indian food chain Mowgli to TriSpan, a global private

equity firm with extensive restaurant expertise. The Manager

invested in 2017, when the business had three restaurant

sites. It has since grown to 15 sites nationally. The Manager

introduced Dame Karen Jones, co-founder of Café Rouge and

the Pelican Group, as Chair. The Manager also introduced

Matt Peck as Finance Director and helped recruit Lucy Worth

as Operations Director and, together with this team, built a

market-leading hospitality brand. The business also shared

the Manager’s commitment to sustainability, creating more

than 500 jobs and ranking 16th best UK company to work for

in 2022, owing to its focus on employee welfare, local charity

support and sustainable sourcing.

The exit resulted in proceeds of £5.2 million, including

£0.8million which was received in July 2023 and £0.8 million

which was received in February 2024. When added to the

£0.1m cash returned pre-exit, this implied a total cash-on-cash

return of 3.5x on the original investment, equivalent to an IRR

of 25% since the initial investment.

Innovation Consulting Group Limited (“GovGrant”)

In March 2023, the Company announced the exit of GovGrant to Source Advisors, a US corporate buyer backed by BV Investment

Partners. GovGrant is one of the UK’s leading providers of R&D tax relief, patent box relief and other innovation services.

Thetransaction generated proceeds of £6.8 million at completion. When added to £0.5 million of cash returned to date, this implies

atotal cash-on-cash return of 4.4x the capital of £1.65 million invested in October 2015, equivalent to an IRR of 24%.

Since the original investment in 2015, the Manager had helped GovGrant through a period of material growth during which it supported

the R&D activities of a growing number of customers. GovGrant’s high levels of service and innovative products, such as the growing

patent box offering, have contributed to driving innovation in the UK economy. The Manager had taken a proactive approach to

supporting the exceptional senior management team, all of whom were introduced to the business during the investment period.

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Strategic Report

Fresh Relevance Ltd

In September 2023, the Company announced the successful

exit of Fresh Relevance, an email marketing and e-commerce

personalisation platform which provides online retailers with

tools to improve customer retention and acquisition. The

transaction generated proceeds of £10.6 million at completion.

When added to £0.2 million of cash returned pre-exit, this

implies a total cash-on-cash return of 3.8x, equivalent to an

IRR of 27%.

The sale to Dotdigital Group PLC follows the growth

of the business since the original investment in 2017, with

follow-on investment provided in 2021. With the Company's

investment, Fresh Relevance tripled revenues and created

close to 40 high-quality, sustainable jobs, positively impacting

the local economy in Southampton.

Luminet Networks Limited

In October 2023, the Company announced the exit of Luminet,

London’s largest fixed wireless network operator and leading

business-to-business internet provider. The transaction

generated proceeds of £4.7 million at completion. This implies

a total cash-on-cash return of 1.2x the original investment,

equivalent to an IRR of 5%.

The Company's investment helped the company to scale up by

adding additional base stations to the existing infrastructure,

as well as navigate through the challenging period of COVID-19

related uncertainty.

Manager's Review continued

Realisations continued

Protean Software Limited

In July 2023, the Company achieved a successful exit of its

holding in Protean Software to Joblogic, a UK-based direct

provider of Field Service Management software to SMEs, and

Protean’s direct competitor. The Company invested in Protean

in July 2015 as one of the last buyouts prior to the changes

in VCT legislation. Over the holding period, the Manager

helped Protean transition its highly featured legacy product

into modern software sold on a SaaS basis. The transaction

generated proceeds of £5.9 million on completion. When

added to the £0.2 million cash returned pre-exit, this implies

a total cash-on-cash return of 2.4x on the original investment,

equivalent to an IRR of 12% since the initial investment.

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Strategic Report

Manager's Review continued

Realisations in the year ended 31 December 2023

Company Detail

Accounting cost at

date of disposal

(£)

Proceeds

(£)

Realised

gain/(loss)

(£)

Valuation at

31 December 2022

(£)

Fresh Relevance Ltd Full disposal 2,860,324 10,226,288 7,365,964 5,935,427

Innovation Consulting Group Limited Full disposal 1,605,000 6,138,615 4,533,615 5,474,353

Protean Software Limited Full disposal 2,500,000 5,291,070 2,791,070 4,382,049

Datapath Group Limited¹ Full disposal 7,563,365 5,049,691 (2,513,674) 5,245,695

Luminet Networks Limited Full disposal 3,783,251 3,433,268 (349,983) 2,472,529

Mowgli Street Food Group Limited² Full disposal 1,526,750 3,101,743 1,574,993 5,183,006

200 Degrees Holdings Limited Loan repayment 225,000 225,000 — 225,000

Positive Response Corporation Ltd Loan repayment 100,000 100,000 — 100,000

Total disposals 20,163,690 33,565,675 13,401,985 29,018,059

1. Excludes £292,000 of deferred consideration which was received in November 2023. A further £875,000 of deferred consideration has been recognised within debtors.

Theaccounting cost of £7.6 million includes the valuation of the F2 investment at the point it was transferred to the Company.

2. Excludes £824,000 of deferred consideration which was received in July 2023. A further £824,000 of deferred consideration has been recognised within debtors.

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

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Strategic Report

Manager's Review continued

Pipeline

At 31 December 2023, the Company had cash reserves of

£46.2 million, which will be used to fund new and follow-on

investments, buybacks, dividends and corporate expenditure.

The Manager is seeing a strong pipeline of new opportunities,

with several opportunities in due diligence or in exclusivity,

with further deal completions expected to be announced in

the months to follow.

Stubbornly high interest rates and inflation have created

challenging trading conditions for many companies, with

inflation of wages and input prices of particular concern.

Interest on bank debt remains at a significantly higher level

than 18 months ago; however, the Manager notes that

the cautious approach to leveraging portfolio companies

provides some protection here. Continuing geopolitical

concern surrounding conflicts in Ukraine and the Middle East

have also caused supply chain disruption. These challenges

create opportunities to source attractive investments,

however, with many companies seeking to strengthen their

balance sheets.

The Manager continues to see an attractive pipeline of

opportunities and does not see this changing in the medium

term. The Company is able to access these opportunities

through its wide and proprietary network across the country,

supported to a greater extent by its network of regional

offices. The Manager considers the Company’s strategy

to be well-suited to market volatility, due to its balanced

mix of companies across sectors and stages, experienced

investment team and network of high-quality non-executives.

Family Adventures Group Limited

In January 2024, the Company invested £2.5 million of growth

capital in Family Adventures Group Limited, a provider of

daycare nurseries and children’s leisure sites that combines

soft play areas with role play facilities. All inspected sites have

been rated “Good” by Ofsted and have an average score of

9.9/10 on daynurseries.co.uk; whilst the leisure sites have

market leading Net Promoter Scores ("NPS") and high repeat

visits. The investment will be used to aid the business with a

continued rollout of nursery and leisure sites across the South

West and Midlands.

Post year end activity

Evolve Dynamics Limited

In March 2024, the Manager completed a £2.0 million

investment in Evolve Dynamics Limited. Founded in 2016, the

company designs and manufactures smaller Unmanned Aerial

Systems (“UAS”) with capabilities for Intelligence, Surveillance,

Target Acquisition and Reconnaissance (“ISTAR”). The

investment will help scale the business and aid in new product

launches.

Sprintroom Limited

In March 2024, the Company completed a £0.8 million

follow-on investment in Sprintroom Limited, which trades as

Sprint Electric. The business designs and manufactures drives

for controlling electric motors in light and heavy industrial

applications, as well as recovering and reusing otherwise

lost energy. The investment will be used to drive continued

revenue growth.

Homelink Healthcare Limited

In March 2024, the Company completed a £1.0 million

follow-on investment in Homelink Healthcare Limited. Foresight

first invested into HomeLink in March 2022. Contracting with

the NHS, the business provides patients with wound care,

physiotherapy and intravenous therapies in their own home.

HomeLink is also a leader in remote monitoring practice and

offers a virtual ward solution. The investment will support the

organic expansion of the company.

Lepide Group Holding Company Ltd

In March 2024, the Company invested £1.9 million in Lepide,

a cyber security software solution that helps organisations

to protect their unstructured data. Lepide actively monitors

event logs within Windows Active Directory in order to

detect suspicious activity and help organisations to manage

over-exposure of data. The investment will help scale the

business and accelerate growth initiatives.

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Strategic Report

Ollie Quinn Limited

In January 2024, following a period of challenging trading,

the Manager exited the UK division of Ollie Quinn, a

branded retailer of prescription glasses, sunglasses and

non-prescription polarised sunglasses based in the UK

and Canada. The exit returned £0.2 million on completion.

Asale of the majority of the remaining Canadian business

was completed by the management team in February 2024,

unlocking the necessary third-party funding to take the

business forward whilst retaining the potential for future

upsidefor the Company.

Manager's Review continued

Key portfolio developments

Material changes in valuation, defined as increasing or decreasing by £1.0 million or more since 31December 2022, are

detailed below. Updates on these companies are included below, in the Post year end activity section on pages 24 and 25, or

in the Top Ten Investments section on pages 30 to 34.

Key valuation changes in the year

Company Valuation methodology

Net movement

(£)

Callen-Lenz Associates Limited Discounted offer received 9,512,985

Aquasium Technology Limited Discounted earnings multiple 4,836,061

Hospital Services Group Limited Discounted earnings multiple 1,790,599

Fourth Wall Creative Limited Discounted revenue multiple 1,452,191

TLS Management Limited Net assets 1,274,590

Copptech UK Limited Discounted revenue multiple (1,013,332)

Crosstown Dough Ltd Discounted revenue multiple (1,145,347)

Nano Interactive Group Limited Discounted revenue multiple (1,211,595)

Aerospace Tooling Corporation Limited Discounted earnings multiple (1,340,079)

So-Sure Limited Nil value (1,584,158)

Additive Manufacturing Technologies Ltd Price of last funding round (1,779,015)

Ollie Quinn Limited Discounted offer received (4,028,399)

Copptech UK Limited

Copptech has developed a series of antimicrobial technologies using copper, zinc and organic active ingredients. The active ingredient is

added to polymers, plastics or dispersions such as varnish and kills bacteria, fungi and viruses on contact.

31 December 2023 update

Sales in the 12 months to 31 December 2023 were in line with the prior year but behind plan. The company’s EBITDA loss was driven

by investment in overhead and a drop in gross margin as finished goods sales were prioritised to build strategic relationships. The

management team continues to review costs and the level of R&D.

Specac International Limited

In March 2024, the Manager announced the sale of Specac

International, a leading manufacturer of high specification

sample analysis and preparation equipment used in testing

and research laboratories worldwide, primarily supporting

infrared spectroscopy. The transaction generated proceeds

of £11.2 million at completion. When added to £1.5 million

of cash returned pre-exit, this implies a total cash-on-cash

return of 9.4x. equivalent to an IRR of 33%. Since investment,

the business has grown to sell globally through both original

equipment manufacturers (“OEMs”) and distributors. The

Manager also engaged with the team to support management

team changes, improvements in governance, headcount

and numerous product launches. The exit will facilitate the

continued growth of the business.

Post year end activity continued

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Strategic Report

Page title

Additive Manufacturing Technologies Limited

AMT is developing machines for post-production of 3D printed

parts: removal of excess polymer ("depowdering"), surface

smoothing/polishing, colouring and inspection. AMT’s goal is to

provide a fully automated end-to-end post-production system,

the “DMS”, with robots linking each stage.

31 December 2023 update

A significant cost reduction exercise has been implemented,

with the full impact continuing to be realised in the business.

The Manager continues to support the business with its

restructuring plan and progress towards a break-even position.

The business recently released a smaller version of its machine

to market which has been well received, with strong order

intake received in the first few months.

Manager's Review continued

Key portfolio developments continued

Crosstown Dough Ltd

Crosstown began trading in 2014 and has a portfolio of 31

sites, including a mix of bricks and mortar, food trucks and

market stalls. Crosstown’s core products are fresh sourdough

doughnuts made at its central production unit in Battersea.

Crosstown has also developed an online presence, via its

website and other delivery providers, as well as a wholesale

offering.

31 December 2023 update

Crosstown participated in The Mother of the Nation Festival

in Abu Dhabi in December, helping to build the brand

internationally and presenting future growth opportunities.

Management continues to focus on improvements to the

existing retail network to return to like-for-like growth, as well

as selective new site opportunities. Crosstown continues to

invest in its digital business, following the recruitment of a new

Head of E-commerce.

Aerospace Tooling Corporation Limited

ATL provides specialist inspection, maintenance, repair and

overhaul ("MRO") services for components in high-specification

aerospace and turbine engines.

31 December 2023 update

Sales were in line with the prior year. ATL has implemented

improvements in its processes and internal systems which

have led to improvements in gross margin. There remains

a focus on the delivery of a growing order book, which

is expected to result in an uplift in sales for 2024. Some

challenges remain over equipment reliability issues and the

Board has implemented a plan to resolve these.

So-Sure Limited

So-Sure is an insurance technology company acting as

"Managing General Agent" for insurers, offering a more trusted

proposition, greater pricing transparency and improved

customer experience through its customer-centric digital

platform.

31 December 2023 update

So-Sure has not performed in line with the management plan

presented to the Manager's Investment Committee at the time

of the initial investment and was fully written off in the quarter.

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Strategic Report

Manager's Review continued

Outlook

Global economies demonstrated some recovery in 2023 with

signs of stability returning; however, the UK is proving slower

to recover. The FTSE 100 grew by just 4%, whilst the MCSI

World Index grew by c.20% during the year and many global

indexes surpassed this, including the S&P 500 and NASDAQ –

the latter seeing 45% growth.

Consumer confidence has remained relatively weak in

the face of inflation, which fell steadily throughout 2023

to 4% but remained high by recent standards. To combat

this, interest rates increased from 3% to 5.25% throughout

the year, eroding consumer spending power and putting

leveraged businesses under financial pressure. At a global

level, the ongoing conflict in Ukraine and emerging conflict

in the Middle East have led to continuing supply chain

uncertainty and volatility in oil and gas prices. Overall,

the UK economy experienced stagnation during 2023 and

entered a technical recession in the latter half of the year,

although many commentators expected this to be shallow by

historic standards. As a result of these factors, M&A volumes

dropped noticeably in 2023.

Despite this challenging backdrop, the Company has

performed well in the year, achieving a 7.8% NAV Total Return

for shareholders. Strong exits were achieved, to both trade

and PE buyers and across various sectors, demonstrating

that demand remains for high-quality assets that are well

prepared for sale. The exits of Datapath, GovGrant, Fresh

Relevance and Mowgli from across a range of sectors,

significantly contributed to the Company’s total dividends of

8.4p per share for the year, delivering an attractive dividend

yield of 10.7% and exceeding the Company’s target. The

Company retains a portfolio that is well balanced across

sectors and stages, with some companies delivering strong

profitability whilst other earlier-stage investments continue to

display strong growth. The Manager’s cautious approach to

taking on leverage has protected many portfolio companies

from concerns surrounding rising interest rates.

Looking forward to 2024, considerable uncertainty remains

in the UK economy. The UK’s economic activity was subdued

during 2023. This had an effect on lenders’ confidence which

had also been challenged by high interest rates and inflation.

Interest rates are set to remain above recent norms for the

foreseeable future, impacting consumer spending power.

The forthcoming general election, which will be announced at

some point this year, will only add to the sense of uncertainty,

although it seems likely the government will seek to reduce

the tax burden to the degree possible in the run up to an

election.

More broadly there is cause for optimism, however.

TheUKcontinues to be a global leader in key sectors such

as technology, life sciences and financial services. There is

a strong and established network of support for growing

young companies and world-class universities continue to

nurture exciting spin-outs. Multinationals continue to see the

UK as an attractive place to invest and grow their businesses.

The strength of the US technology and finance sectors in

recent years has made UK valuations seem relatively cheap

by comparison, offering attractive opportunities for sale to

international buyers.

The Manager is pleased with the performance in the

year, especially against the backdrop of a challenging

macroeconomic picture. Looking forward, with the economy

returning to some growth and interest rates and inflation

having likely peaked, there is potential for continued good

performance over the medium term. The Company’s

strong performance has improved its position in the VCT

market, which is an increasingly attractive and visible

source of capital for the UK’s ambitious entrepreneurs. The

portfolio remains diversified and resilient to macroeconomic

headwinds, supported by a collaborative, hands-on approach

from the Manager.

James Livingston

on behalf of Foresight Group LLP

Co-Head of Private Equity

15 April 2024

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Strategic Report

Case Study

Founded in 2017, Hexarad is a teleradiology company,

supporting NHS and private healthcare providers with

access to a diversified pool of radiologists in order to

provide fast, accurate diagnoses and enable more timely

andhigher quality patient care.

The UK waiting list crisis is well documented and represents

a national priority. One critical element of extended waiting

lists is represented by patients whose MRI or CT scans have

taken place, but are awaiting diagnosis by an appropriate

radiologist. There is insufficient capacity to recruit and train

enough new radiologists to meet this demand, a gap that is

widening as the volume and complexity of medical images in

the UK increases, driven by factors including demographics,

increasing use of imaging across additional care pathways

and technological advancements in scanning equipment.

As a clinically-led company, Hexarad demonstrates a strong

understanding of the requirements of both patients and

healthcare providers. By developing proprietary technology

that enables better allocation of images to appropriate

radiologists faster than other market offerings, the company

will have life-saving impact in situations where a fast

diagnosis is critical.

Hexarad key facts

Name Hexarad

Location London

Website www.hexarad.com

Industry Healthcare

Foresight VCT

plc commitment

£1.5 million

Foresight VCT

plc ownership %

11.0%

Stage Growth stage

Investment date June 2021

Foresight Group

managed funds

£3.0 million (includes

co-investment of £1.5

million from Foresight

Enterprise VCT plc)

HEXARAD

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Strategic Report

Case Study

The Company invested a total of £2.9 million in Fresh

Relevance, comprising an original investment in 2017 and

a follow-on investment in 2021. Headquartered in

Southampton, Fresh Relevance is an email marketing and

e-commerce personalisation platform that provides online

retailers with flexible software tools to improve customer

retention and acquisition. In 2023, the Manager supported

the exit of Fresh Relevance to AIM listed Dotdigital Group Plc

(“Dotdigital”), which delivered a 3.8x cash-on-cash return to

Foresight VCT.

The Manager's investment sponsored material revenue

growth and accelerated the company’s technology

development.

With the Manager's investment, Fresh Relevance tripled

revenues and created close to 40 high-quality, sustainable

jobs, positively impacting the local economy in Southampton.

Many of Fresh Relevance’s developers were recruited from

the University of Southampton. In addition, the Manager's

investment in Fresh Relevance reunited the Manager with

several senior executives from prior successful investees –

SmartFocus and Orthoview – which is how the Manager was

introduced to the company for the original investment.

The Manager supported the recruitment of a high calibre

Chair for Fresh Relevance who came from the industry and

was most recently the CRO at a listed, global fulfilment

and e-commerce technology company. The Chair brought

structure and focus to the company and helped to drive good

governance, revenue growth and strong cash management.

The Board met on a monthly basis and a Remuneration

Committee was established and met twice a year, aligning

the management team with the shareholders. Fresh

Relevance also implemented and monitored operational

KPIs, particularly sales and technology, which led to strong

visibility and successful launches of new product features

and enhancements. Over the course of investment, Fresh

Relevance improved its targeting of larger B2B customers,

increased average order values and reduced customer churn.

An early focus on exit helped the company build an

ecosystem of technology partners and strategic options.

Fresh Relevance and Dotdigital worked together successfully

for several years as technology partners and had

demonstrated value for mutual customers.

Fresh Relevance key facts

Name Fresh Relevance

Location London

Website www.freshrelevance.com

Industry Technology

Foresight VCT

plc commitment

£2.9 million

Foresight VCT

plc ownership %

32.7%

Stage Exit

Investment date March 2017

Exit date September 2023

Foresight Group

managed funds

£2.9m (includes

co-investment of £40k

from Foresight Co-invest)

FRESH RELEVANCE LTD

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Strategic Report

Top Ten Investments

By value as at 31 December 2023

1. Hospital Services GroupLimited

Belfast www.hsl.ie

Sector: Healthcare

Hospital Services Group (“HSL”) distributes, installs and maintains high-quality

healthcare equipment and consumables from global partners such as Hologic,

GE and Shimadzu. HSL has strengths in the radiology, ophthalmic, ultrasound

and surgical sectors, as well as a growing presence in telehealth (delivery of

healthcare services via remote technologies) and broader healthcare IT.

2. Callen-Lenz Associates Limited

Salisbury

www.callenlenz.com

Sector: Industrials & Manufacturing

Callen-Lenz designs, develops and manufactures air vehicles, vehicle

components and navigation and communication software for high-performance

unmanned aerial vehicles ("UAVs") globally.

31 December 2023 update

HSL continues to trade strongly with robust demand in healthcare markets

across Ireland, Northern Ireland and Great Britain. The business has made

a further acquisition focused on endoscopy, which is being integrated. More

broadly, recent projects include installation of mammography systems in Ireland

and a large volume of mobile carts and screens to Northern Irish hospitals.

31 December 2023 update

Callen-Lenz is delivering significant revenue growth and has established an

outsourced manufacturing partner to meet future demand for aircraft, whilst

continuing to develop additional aircraft types. Maintaining close links with

customers will be key for anticipating future demand and the business currently

enjoys a strong order book. A follow-on round also completed in December

2023, with the Company contributing £2.5 million, raising £5.0 million in total

when including Foresight Enterprise VCT’s investment.

1. Including the initial investment by Foresight 2 VCT plc (“F2”).

2. The accounting cost includes the value at which F2’s holding was transferred to the Company as part of the merger in December 2015.

£'000

Year ended 30 September 2022

Year ended 30 September 2021

Sales 37,003 30,789

Profit before tax 2,037 1,755

Retained profit 1,773 970

Net assets

6,617

4,687

£'000

16 months ended 30 June 2023

Year ended 28 February 2022

Sales 37,089 8,586

Profit/(loss) before tax 946 (243)

Retained profit/(loss) 1,771 (238)

Net assets

5,262

2,645

Company results are taken from the most recent publicly available financial statements.

Initial investment

September 2015

Amount invested (£)

3,320,000

Accounting cost (£)² 3,320,000

Valuation (£) 20,957,944

Basis of valuation Discounted earnings multiple

Equity held (%) 43.0%

Income received in the year (£) 185,203

Cash returned up to 31 December 2023 (£) 602,290

Initial investment

August 2021

Amount invested (£) 4,826,733

Accounting cost (£) 4,826,733

Valuation (£) 17,326,479

Basis of valuation Discounted offer received

Equity held (%) 12.0%

Income received in the year (£)

—

Cash returned up to 31 December 2023 (£)

—

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Strategic Report

Top Ten Investments continued

By value as at 31 December 2023

3. Specac International Limited

Kent

www.specac.com

Sector: Industrials & Manufacturing

Specac International is a leading manufacturer of high specification sample

analysis and preparation equipment used in testing and research laboratories

worldwide, primarily supporting infrared spectroscopy.

31 December 2023 update

Specac’s trade continued to be driven by market demand for its products and

a continued focus on sales to non-OEM customers. Trading has been marginally

below the prior year as global demand for lab equipment and accessories

remains subdued, particularly in China and the US. However, order intake has

begun to rebound. The business is focused on delivering its updated budget,

while building the order book for FY25. Post period end, the business was sold to

Ampersand Capital, generating a 10x return on cash invested.

Initial investment April 2015

Amount invested (£) 1,345,000

Accounting cost (£) 800,000

Valuation (£) 10,851,677

Basis of valuation Discounted offer received

Equity held (%) 42.6%

Income received in the year (£) 67,000

Cash returned up to 31 December 2023 (£)

1,497,923

£'000

Year ended 31 March 2023

Year ended 31 March 2022

Sales 14,960 13,727

Profit before tax 2,231 1,785

Retained profit 1,871 1,522

Net assets

7,560

5,689

4. Spektrix Limited

London

www.spektrix.com

Sector: Technology, Media & Telecommunications

Spektrix is an enterprise software company, providing ticketing, CRM, marketing

and fundraising software to venues in the performing arts sector across the UK

and US.

31 December 2023 update

Spektrix delivered further solid growth during the year with continued revenue

growth in the UK and US, with the arts market in the UK in particular seeing a

good recovery in ticket sales. The business continues to innovate and launch

additional technical functionality, including in payments, as well as invest in its

people.

Initial investment December 2018

Amount invested (£) 6,909,811

Accounting cost (£) 5,467,811

Valuation (£) 9,974,666

Basis of valuation Price of last funding round

Equity held (%) 11.5%

Income received in the year (£)

—

Cash returned up to 31 December 2023 (£)

1,935,517

£'000

Year ended 31 December 2022

Year ended 31 December 2021

Sales

14,380

9,248

Loss before tax

(1,451)

(1,069)

Retained loss

(1,040)

(522)

Net assets

11,977

546

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Strategic Report

Top Ten Investments continued

By value as at 31 December 2023

5. Nano Interactive Group Limited

London

www.nanointeractive.com

Sector: Technology, Media & Telecommunications

Nano Interactive Group is an advertising technology business specialising in

search re-targeting campaigns for its global customer base. The business was

founded in 2010 and has offices across Europe.

Initial investment October 2017

Amount invested (£)

4,434,191

Accounting cost (£)2 4,434,191

Valuation (£) 9,917,288

Basis of valuation Discounted revenue multiple

Equity held (%) 28.7%

Income received in the year (£) –

Cash returned up to 31 December 2023 (£)

–

£'000

Year ended 31 December 2022

Year ended 31 December 2021

Sales 11,611 9,545

Profit before tax 858 739

Retained profit 589 (739)

Net assets

439

(242)

5. Nano Interactive Group Limited

London

www.nanointeractive.com

Sector: Technology, Media & Telecommunications

Nano Interactive Group is an advertising technology business specialising in

search re-targeting campaigns for its global customer base. The business was

founded in 2010 and has offices across Europe.

31 December 2023 update

Nano continues to make good progress and is seeing improved margins as a

result of more competitive media placement pricing across the advertising

sector. Investment is being made into the LIIFT platform features, which are

expected to enable it to reach a broader global customer base.

Initial investment

October 2017

Amount invested (£) 4,434,191

Accounting cost (£) 4,434,191

Valuation (£) 9,917,288

Basis of valuation Discounted revenue multiple

Equity held (%) 28.7%

Income received in the year (£) —

Cash returned up to 31 December 2023 (£)

—

6. Aquasium Technology Limited

Cambridgeshire www.aquasium.com

Sector: Technology, Media & Telecommunications

Aquasium manufactures, services and refurbishes electron beam welding ("EBW")

equipment and vacuum furnaces (“VF”). EBW is a reliable and efficient method of

joining together a wide range of metals, producing clean, high integrity joints. VFs

are used in hardening, tempering and brazing applications.

31 December 2023 update

Aquasium has continued to perform well over the past year, resulting from strong

ongoing demand from its existing customers and a healthy order book for new

devices. The performance was also supported by a good performance in the

growing servicing division, which exceeded budget in the year. The company

goes into 2024 with a positive outlook supported by a strong order book and

positive test results from the Ebflow tests with Sheffield Forgemasters.

Initial investment October 2001

Amount invested (£) 1,930,000

Accounting cost (£) 333,333

Valuation (£) 7,771,338

Basis of valuation Discounted earnings multiple

Equity held (%) 33.3%

Income received in the year (£)

—

Cash returned up to 31 December 2023 (£)

4,401,092

£'000

Year ended 31 December 2022

Year ended 31 December 2021

Sales 9,565 8,537

Profit before tax 156 141

Retained profit/(loss) 255 (266)

Net assets

7,112

6,817

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Strategic Report

Top Ten Investments continued

By value as at 31 December 2023

7. Fourth Wall Creative Limited

Wirral

www.fourthwallcreative.com

Sector: Consumer & Leisure

Fourth Wall Creative provides fan engagement services to Premier League and

Championship football clubs and other sporting organisations via its technology

platforms. It also designs, sources and fulfils membership welcome packs and

related products.

8. TLS Management Limited

Hertfordshire www.truelens.co.uk

Sector: Other

True Lens Services is a specialist provider of lens manufacturing, refurbishment

and servicing to the film and television markets.

31 December 2023 update

Fourth Wall continued to grow both revenues and customers in the year, with

sales up significantly from the previous year. It now serves c.900,000 members

via football clubs and sporting organisations, either through its technology

platform directly or by providing club-branded products to fans on behalf of the

clubs. Greater control over costs saw it return to profitability for its financial year

ended September 2023.

31 December 2023 update

TLS continued to grow both revenues and EBITDA in the year, having successfully

moved to a new freehold site near its existing facilities, which has created

significant capacity for further growth. It also enjoys a very healthy orderbook

which provides strong visibility of future revenues.

Initial investment

April 2019

Amount invested (£) 4,292,299

Accounting cost (£) 4,292,299

Valuation (£) 6,848,847

Basis of valuation Discounted revenue multiple

Equity held (%) 24.1%

Income received in the year (£) —

Cash returned up to 31 December 2023 (£)

—

Initial investment October 2015

Amount invested (£) 100

Accounting cost (£) 100

Valuation (£) 6,100,995

Basis of valuation Net assets

Equity held (%) 42.5%

Income received in the year (£) —

Cash returned up to 31 December 2023 (£)

—

In accordance with Section 444 of the Companies Act 2006, a statement of income has not been delivered in the financial statements available on Companies House.

£'000

Year ended 30 September 2022

Year ended 30 September 2021

Sales n/a n/a

Profit before tax n/a n/a

Retained profit n/a n/a

Net assets

5,866

8,205

£'000

Year ended 31 December 2022

Year ended 31 December 2021

Sales — —

Profit before tax 1,341 3,235

Retained profit 792 2,620

Net assets

3,970

3,178

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Strategic Report

Top Ten Investments continued

By value as at 31 December 2023

9. Roxy Leisure Holdings Limited

Manchester www.roxyleisure.co.uk

Sector: Consumer & Leisure

Roxy Leisure (“Roxy”) operates competitive socialising bars throughout the UK.

The venues contain a range of games and activities from tenpin bowling, table

tennis, shuffleboard and pool to more innovative activities such as ice-free

curling and batting cages. As at December 2023, the business operated 19 bars

throughout the UK.

10. Clubspark Group Ltd

London www.clubspark.co.uk

Sector: Technology, Media & Telecommunications

Clubspark is a sports club management and reporting platform for local

organisations and national governing bodies.

31 December 2023 update

Roxy has continued its strategy of regional expansion throughout the UK over

the course of 2023 and has opened five new sites within the year. In the latter

part 2023, the company also launched the first site of its sister brand, "King

Pins", in Manchester's Trafford Center that focuses on the family bowling market.

Roxy’s efficient site operating model and strong margins ensured all sites

delivered good profit in the year.

31 December 2023 update

In the nine months to 31 December 2023, Clubspark reported total revenue

and recurring revenue growth on the prior year. In October 2023, the Foresight

VCTs completed a £1.5 million follow-on funding round to support Clubspark’s

continued growth.

Initial investment

December 2019

Amount invested (£) 2,467,933

Accounting cost (£) 2,467,933

Valuation (£) 6,044,355

Basis of valuation Discounted earnings multiple

Equity held (%) 5.3%

Income received in the year (£) 28,630

Cash returned up to 31 December 2023 (£)

57,895

Initial investment

January 2019

Amount invested (£) 3,647,174

Accounting cost (£) 3,647,174

Valuation (£) 5,705,669

Basis of valuation Discounted revenue multiple

Equity held (%) 20.6%

Income received in the year (£)

—

Cash returned up to 31 December 2023 (£)

—

£'000

Year ended 31 December 2022

Year ended 31 December 2021

Sales 23,499 12,136

Profit before tax 3,032 1,749

Retained profit 2,461 1,410

Net assets

3,329

867

£'000

Year ended 31 March 2023

Year ended 31 March 2022

Sales n/a n/a

Profit before tax n/a n/a

Retained profit n/a n/a

Net assets

565

1,930

In accordance with Section 444 of the Companies Act 2006, a statement of income has not been delivered in the financial statements available on Companies House.

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Strategic Report

31 December 2023 31 December 2022

Investment

(by value)

Date of

thefirst

investment Sector Valuation methodology

Accounting

cost

Valuation

Accounting

cost

Valuation

Addition

Disposal

proceeds

Net valuation

movement

1. Hospital Services Group Limited 2015 Healthcare Discounted earnings multiple 3,320,000 20,957,944

3,320,000 19,167,345 — — 1,790,599

2. Callen-Lenz Associates Limited 2021 Industrials & Manufacturing Discounted offer received 4,826,733 17,326,479

2,351,485 5,338,246 2,475,248 — 9,512,985

3. Specac International Limited 2015 Industrials & Manufacturing Discounted offer received 800,000 10,851,677

800,000 10,788,670 — — 63,007

4. Spektrix Limited 2018 Technology, Media &

Telecommunications

Price of last funding round 5,467,811 9,974,666

5,467,811 9,850,828 — — 123,838

5. Nano Interactive Group Limited 2017 Technology, Media &

Telecommunications

Discounted revenue multiple 4,434,191 9,917,288

4,434,191 11,128,883 — — (1,211,595)

6. Aquasium Technology Limited 2010 Industrials & Manufacturing Discounted earnings multiple 333,333 7,771,338

333,333 2,935,277 — — 4,836,061

7. Fourth Wall Creative Limited 2019 Consumer & Leisure Discounted revenue multiple 4,292,299 6,848,847

4,292,299 5,396,656 — — 1,452,191

8. TLS Management Limited 2015 Other Net assets 100 6,100,995

100 4,826,405 — — 1,274,590

9. Roxy Leisure Holdings Limited 2019 Consumer & Leisure Discounted earnings multiple 2,467,933 6,044,355

2,467,933 5,760,744 — — 283,611

10. Clubspark Group Ltd 2019 Technology, Media &

Telecommunications

Discounted revenue multiple 3,647,174 5,705,669

2,756,085 4,771,558 891,089 — 43,022

11. Industrial Efficiency II Limited 2014 Business Services Discounted cash flow 2,603,260 4,670,491 2,603,260 4,515,126 — — 155,365

12. NorthWest EHealth Limited 2021 Healthcare Discounted revenue multiple 3,960,396 4,384,424 1,485,149 2,307,460 2,475,247 — (398,283)

13. Ten Health & Fitness Limited 2019 Healthcare Discounted revenue multiple 3,552,650 4,214,518 2,958,591 3,311,458 594,059 — 309,001

14. Itad (2015) Limited 2015 Business Services Discounted earnings multiple 2,750,000 4,034,749 2,750,000 4,194,944 — — (160,195)

15. PH Realisations 2020 Limited 2013 Technology, Media &

Telecommunications

Discounted earnings multiple 1,664,893 3,353,430 1,664,893 2,633,592 — — 719,838

16. Hexarad Group Limited 2021 Healthcare Discounted revenue multiple 1,534,653 2,984,005 1,534,653 2,316,188 — — 667,817

17. Steamforged Holdings Limited 2019 Consumer & Leisure Discounted revenue multiple 2,364,532 2,662,329 2,364,532 2,799,144 — — (136,815)

Portfolio Overview

Key: Technology, Media & Telecommunications Industrials & Manufacturing Healthcare Business Services Consumer & Leisure Financial Services Other

1. Top Ten Investments by value shown on pages 30 to 34.

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Strategic Report

Portfolio Overview continued

31 December 2023 31 December 2022

Investment

(by value)

Date of

thefirst

investment Sector Valuation methodology

Accounting

cost

Valuation

Accounting

cost

Valuation

Addition

Disposal

proceeds

Net valuation

movement

18. Cinelabs International Ltd 2017 Technology, Media &

Telecommunications

Discounted earnings multiple 2,216,250 2,625,829 2,216,250 3,220,096 — — (594,267)

19. Titania Group Limited 2020 Business Services Discounted revenue multiple 1,237,624 2,551,517 1,237,624 1,892,817 — — 658,700

20. ABL Investments Limited 2015 Business Services Discounted earnings multiple 2,750,000 2,481,297 2,750,000 1,800,888 — — 680,409

21. Mizaic Limited (formerly IMMJ

Systems Limited)

2020 Healthcare Discounted revenue multiple 2,376,238 2,437,048 1,732,674 2,546,538 643,564 — (753,054)

22. Homelink Healthcare Limited 2022 Healthcare Discounted revenue multiple 1,064,356 2,280,233 1,064,356 1,666,257 — — 613,976

23. Strategic Software Applications

Ltd

2022 Business Services Discounted revenue multiple 1,732,673 2,061,767 1,732,673 1,732,673 — — 329,094

24. Newsflare Limited 2021 Technology, Media &

Telecommunications

Discounted revenue multiple 1,980,198 1,962,685 1,980,198 2,381,763 — — (419,078)

25. Rovco Limited 2019 Technology, Media &

Telecommunications

VC method 1,457,630 1,915,839 1,457,631 1,457,631 — — 458,208

26. Firefish Software Limited 2023 Technology, Media &

Telecommunications

Discounted revenue multiple 1,485,148 1,889,517 — — 1,485,148 — 404,369

27. Aerospace Tooling Corporation

Limited

2013 Industrials & Manufacturing Discounted earnings multiple 150,000 1,886,661 150,000 3,226,740 — — (1,340,079)

28. 200 Degrees Holdings Limited 2017 Consumer & Leisure Discounted earnings multiple 1,252,832 1,879,247 1,477,832 2,150,061 — (225,000) (45,814)

29. Positive Response Corporation

Ltd

2014 Business Services Discounted revenue multiple 775,000 1,794,413 875,000 1,710,657 — (100,000) 183,756

30. Red Flag Alert Technology

Group Limited

2023 Technology, Media &

Telecommunications

Discounted revenue multiple 1,732,693 1,785,093 — — 1,732,693 — 52,400

31. Loopr Limited 2023 Technology, Media &

Telecommunications

Cost 1,732,673 1,732,673 — — 1,732,673 — —

32. I-Mist Group Limited 2020 Industrials & Manufacturing Discounted earnings multiple 1,598,515 1,731,809 1,598,515 1,756,063 — — (24,254)

Key:

Technology, Media & Telecommunications Industrials & Manufacturing Healthcare Business Services Consumer & Leisure Financial Services Other

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Strategic Report

Portfolio Overview continued

31 December 2023 31 December 2022

Investment

(by value)

Date of

thefirst

investment Sector Valuation methodology

Accounting

cost

Valuation

Accounting

cost

Valuation

Addition

Disposal

proceeds

Net valuation

movement

33. Navitas Group Limited 2023 Technology, Media &

Telecommunications

Cost 1,485,149 1,485,149 — — 1,485,149 — —

34. Weduc Holdings Limited 2018 Technology, Media &

Telecommunications

Discounted revenue multiple 699,140 1,424,977 54,145 580,063 644,995 — 199,919

35. Copptech UK Limited 2022 Industrials & Manufacturing Discounted revenue multiple 2,430,694 1,417,362 2,430,694 2,430,694 — — (1,013,332)

36. Live Group Holdings Limited 2023 Technology, Media &

Telecommunications

Cost 1,386,135 1,386,135 — — 1,386,135 — —

37. Sprintroom Limited 2023 Industrials & Manufacturing Discounted earnings multiple 990,099 1,199,882 — — 990,099 — 209,783

38. Biofortuna Ltd 2012 Healthcare Discounted revenue multiple 1,172,517 1,076,795 1,172,517 1,171,779 — — (94,984)

39. The KSL Clinic Limited 2023 Healthcare Cost 990,099 990,100 — — 990,099 — 1

40. Kognitiv Spark Inc 2023 Technology, Media &

Telecommunications

Price of last funding round 990,099 982,377 — — 990,099 — (7,722)

41. Ollie Quinn Limited 2017 Consumer & Leisure Discounted offer received 6,684,016 707,974 5,693,917 3,746,274 990,099 — (4,028,399)

42. Five Wealth Limited 2023 Financial Services Cost 705,445 705,445 — — 705,445 — —

43. Crosstown Dough Ltd 2021 Consumer & Leisure Discounted revenue multiple 1,485,149 474,541 1,485,149 1,619,888 — — (1,145,347)

44. Whitchurch PE 1 Limited 2014 Other Net assets 100,000 270,965 100,000 271,399 — — (434)

45. Cole Henry PE 2 Limited 2014 Other Net assets 100,000 204,175 100,000 204,610 — — (435)

46. Kingsclere PE 3 Limited 2014 Other Net assets 100,000 168,074 100,000 168,537 — — (463)

47. Additive Manufacturing

Technologies Ltd

2021 Technology, Media &

Telecommunications

Price of last funding round 1,814,869 35,853 1,720,296 1,720,296 94,572 — (1,779,015)

48. Sindicatum Carbon Capital

Limited

2009 Other Nil value 246,075 — 246,075 — — — —

49. So-Sure Limited 2022 Consumer & Leisure Nil value 1,584,158 — 1,584,158 1,584,158 — — (1,584,158)

Key:

Technology, Media & Telecommunications Industrials & Manufacturing Healthcare Business Services Consumer & Leisure Financial Services Other

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Strategic Report

Portfolio Overview continued

31 December 2023 31 December 2022

Investment

(by value)

Date of

thefirst

investment Sector Valuation methodology

Accounting

cost

Valuation

Accounting

cost

Valuation

Addition

Disposal

proceeds

Net valuation

movement

50. viO HealthTech Limited 2018 Healthcare Nil value 1,683,627 — 1,648,334 — 35,293 — (35,293)

51. Biotherapy Services Limited 2019 Healthcare Nil value 2,220,408 — 2,220,408 — — — —

52. Oxonica Materials Limited 2010 Technology, Media &

Telecommunications

Nil value 2,804,473 — 2,804,473 — — — —

53. Powerlinks Media Limited 2017 Technology, Media &

Telecommunications

Nil value 2,709,360 — 2,709,360 — — — —

54. Datapath Group Limited 2009 Technology, Media &

Telecommunications

Sold — — 7,563,365 5,245,695 — (5,049,691) (196,004)

55. Fresh Relevance Ltd 2017 Technology, Media &

Telecommunications

Sold — — 2,860,324 5,935,427 — (10,226,288) 4,290,861

56. Innovation Consulting Group

Limited

2015 Business Services Sold — — 1,605,000 5,474,353 — (6,138,615) 664,262

57 Luminet Networks Limited 2018 Technology, Media &

Telecommunications

Sold — — 3,783,251 2,472,529 — (3,433,268) 960,739

58 Mowgli Street Food Group

Limited

2017 Consumer & Leisure Sold — — 1,526,750 5,183,006 — (3,101,743) (2,081,263)

59. Protean Software Limited 2015 Technology, Media &

Telecommunications

Sold — — 2,500,000 4,382,049 — (5,291,070) 909,021

103,943,300 171,348,636 103,765,284 169,775,465 20,341,706 (33,565,675) 14,797,140

Key:

Technology, Media & Telecommunications Industrials & Manufacturing Healthcare Business Services Consumer & Leisure Financial Services Other

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Strategic Report

In 2023, the Manager won ‘UK Small-Cap House of

the Year’ at the Real Deals ESG Awards 2023 and

‘Best EIS Investment Manager’ at the Enterprise

Investment Scheme Association Awards 2023,

where it was also highly commended in the ‘EISA

Impact’ category. Additionally, the Manager won

both ‘Growth Investor of the Year’ and ‘Best Investor

Return’ at the Growth Investor Awards 2023 and

was shortlisted for several others including ‘ESG

Champion of the Year’, ‘Exit of the Year’ for TFC

Europe Limited, ‘Best VCT Investment Manager’ and

‘Best Business Relief Investor Manager – Unlisted’.

The Manager also featured on the shortlist for ‘UK

Small-Cap Deal of the Year’ at the 2023 Real Deals

Private Equity Awards for its exit from Codeplay

Software Limited. Claire Alvarez, a partner in the

Manager’s private equity team, was listed in Real

Deals’ Future 40 Investment Leaders 2022 listings

and was also shortlisted for ‘Dealmaker of the

Year’ at the 2023 Northwest Dealmaker Awards.

Chris Wardle, a managing director in the Manager’s

private equity team, was listed in Real Deals’ Future

40 Investment Leaders 2023 listings. The Manager’s

sustainability efforts were further recognised over the

year, earning it the ‘Most Sustainable SME Investment

Management Company’ at the Wealth and Finance

International Awards, the ‘SME Equity Award’ for the

AIB Foresight SME Impact Limited Partnership at the

Finance Dublin Deals of the Year Awards and a listing

in Real Deals Future 40 ESG Innovators.

About the Manager

James Livingston

Partner and Co-Head of Private Equity

Matt Smith

Partner and Co-Head of Private Equity

Claire Alvarez

Partner

James joined Foresight Group in 2007

from Deloitte’s strategy consulting team.

James has 19 years of experience and is

a member of the investment committee

and the executive committee. Alongside

Matt Smith, James manages the Private

Equity Team. During his time at Foresight

Group, James has led numerous

successful transactions including growth

and replacement capital transactions.

James holds a Master’s degree in

Natural Sciences and Management

Studies from Cambridge University, as

well as the CIMA Advanced Diploma in

Management Accounting.

Matt joined Foresight Group in 2010

from Rothschild, where he spent six

years advising companies in a range of

sectors on a variety of transaction types.

Matt has 19 years of experience and is

a member of the investment committee

and the executive committee. Alongside

James Livingston, Matt manages the

Private Equity Team. He has a particular

focus on ESG considerations and has

helped develop Foresight Group’s

approach. Matt graduated from Oxford

University with a Master’s degree in

Biological Sciences and a postgraduate

degree in Physiology.

Claire joined Foresight Group’s

Manchester office in 2016 from Deloitte

where she focused on transaction and

restructuring services across a range of

corporate finance assignments. Claire

provides ongoing strategic and financial

support to existing portfolio companies,

as well as wider management across

the Private Equity Team including

a particular focus on origination of

transactions. Claire has led on a number

of investments for both the VCTs and

Foresight Group's institutional funds.

Claire holds an MBA from Manchester

Business School as well as a Corporate

Finance Certificate from the Securities

and Investment Institute. She also holds

a degree in Management from Lancaster

University.

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Strategic Report

About the Manager continued

Management

The Company has appointed Foresight Group LLP (“the

Manager”) to provide investment management and

administration services.

The Manager prefers to take a lead role in the companies in

which it invests. Larger investments may be syndicated with

other investing institutions, or strategic partners with similar

investment criteria. In considering a prospective investment in

a company, particular regard will be paid to:

ș Evidence of high-margin products or services capable of

addressing fast-growing markets

ș The company’s ability to sustain a competitive advantage

ș The strength of the management team

ș The existence of proprietary technology

ș The company’s prospects of being sold or achieving a

flotation within three to five years

Prior to 2023, Foresight Group LLP was voted "Best VCT

Investment Manager" at the Growth Investor Awards 2022.

The Manager was also shortlisted for “Environmental, Social

and Governance – GP”, “UK Small-cap House of the Year

(EV on entry of less than €25 million)” and “UK Small-cap

Deal of the Year” for the Codeplay Software exit by Real

Deals Private Equity Awards 2022. The Manager was further

shortlisted for “Best ESG Investment Fund: Private Equity” at

the ESG Investing Awards 2023, as well as “Venture/Growth

Cap House of the year” at the Unquote British Private Equity

Awards 2022. Additional awards also include “Fund Manager

of the Year 2018” by the PLC Awards and “Generalist VCT

of the Year” in 2018/19 by Investment Week Tax Efficient

Awards. The Manager was also shortlisted for “Best EIS

Investment Manager 2018” by EISA Awards and “Best Venture

Capital Trust Provider 2018” by Moneyfact Investment

Life & Pensions.

The growing private equity investment team of over 50 is

proactive and hands-on, with a focus on investing up to

£5 million in UK growth companies across a broad range

of sectors.

The team, based out of offices in London, Manchester,

Nottingham, Edinburgh, Cambridge, Cardiff, Leeds, Dublin,

Belfast and Newcastle, with smaller satellite offices in

Leicester and Milton Keynes, searches for investment

opportunities across the whole of the UK.

Since inception, the Manager has worked intensively to invest

in, manage and realise a large number of investments. The

team completes a considerable number of new deals and

exits each year and supports investee companies pursuing

various different strategies, including organic growth, buy &

build and turnarounds. The team combines executives from

varying backgrounds across corporate finance, consulting,

accounting, and the private equity sector.

This team has c.350 years’ worth of collective investment

experience and combines investors’ capital and its own

expertise with the intention of creating long-term shareholder

value and generating attractive returns for shareholders.

The Manager has an active and direct portfolio management

approach, typically taking a non-executive directorship

position on each investee company board. The Foresight

Investor Director will influence, support and, where

necessary, strengthen or change management, in order

to protect and build shareholder value. This hands-on

role involves regular dialogue with the executive and

non-executive team on growth, markets, strategy, products

and tactics and a continuous evaluation of the performance

of the team as a whole. For investments by Foresight VCT and

Foresight Enterprise VCT the Manager will typically negotiate

the right to appoint a senior industry expert as chair.

The Manager works particularly closely with the investee

companies in the following areas:

ș Definition and review of strategy and its implementation

ș Recruitment and incentivisation of key management and

board members

ș Planning for growth, international expansion and new

product/service introduction

ș Fundraising from banks and other external sources

ș Proactive monitoring

ș Merger, acquisition and exit planning

ș ESG compliance

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Strategic Report

Co-investments have been made by other funds that the Manager advises and manages, as follows:

Investment

Foresight VCT

Accounting cost

Foresight

Enterprise VCT

Accounting cost

Other

Foresight funds

Accounting cost

Total equity

managed by

Foresight

200 Degrees Holdings Limited 1,252,832 — 1,500,000 25.1

ABL Investments Limited 2,750,000 1,494,075 — 57.3

Additive Manufacturing Technologies Ltd 1,814,869 1,833,018 5,343,552 16.9

Aerospace Tooling Corporation Limited 150,000 415,255 — 83.4

Biofortuna Ltd 1,172,517 3,517,537 — 59.8

Callen-Lenz Associates Limited 4,826,733 4,875,000 — 24.3

Clubspark Group Ltd 3,647,174 2,460,000 — 35.5

Cole Henry PE 2 Limited 100,000 200,000 — 50.0

Copptech UK Limited 2,430,694 2,455,000 — 10.1

Crosstown Dough Ltd 1,485,149 1,500,000 — 20.0

Firefish Software Limited 1,485,148 1,500,000 1,000,000 26.3

Five Wealth Limited 705,445 712,500 5,275,000 51.7

Fourth Wall Creative Limited 4,292,299 2,900,000 — 41.5

Hexarad Group Limited 1,534,653 1,549,999 — 22.5

Homelink Healthcare Limited 1,064,356 1,075,000 — 22.6

Hospital Services Group Limited 3,320,000 1,200,000 4,926,995 81.6

I-Mist Group Limited 1,598,515 1,614,500 1,271,000 39.7

Mizaic Ltd (formerly IMMJ Systems Limited) 2,376,238 2,400,000 — 25.3

Co-Investments

Key: Technology, Media & Telecommunications Industrials & Manufacturing Healthcare Business Services Consumer & Leisure Financial Services Other

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Strategic Report

Co-Investments continued

Investment

Foresight VCT

Accounting cost

Foresight

Enterprise VCT

Accounting cost

Other

Foresight funds

Accounting cost

Total equity

managed by

Foresight

Industrial Efficiency II Limited 2,603,260 — 926,669 100.0

Itad (2015) Limited 2,750,000 1,371,726 — 35.0

Kingsclere PE 3 Limited 100,000 100,000 — 50.0

Kognitiv Spark Inc 990,099 1,000,000 3,511,158 22.8

Live Group Holdings Limited 1,386,135 1,400,002 — 35.0

Loopr Limited 1,732,673 1,750,000 — 12.3

Navitas Group Limited 1,485,149 1,500,000 4,345,000 65.0

Newsflare Limited 1,980,198 2,000,000 — 16.2

NorthWest EHealth Limited 3,960,396 4,000,000 — 77.0

PH Realisations 2020 Limited 1,664,893 2,162,929 1,000,000 85.0

Positive Response Corporation Ltd 775,000 784,195 — 63.9

Red Flag Alert Technology Group Limited 1,732,693 1,750,000 — 25.2

Rovco Limited 1,457,630 1,476,880 3,130,774 16.3

Roxy Leisure Holdings Limited 2,467,933 2,500,000 4,500,000 27.9

Specac International Limited 800,000 2,054,761 — 85.2

Spektrix Limited 5,467,811 2,380,350 — 16.8

Sprintroom Limited 990,099 1,000,000 500,000 38.4

Steamforged Holdings Limited 2,364,532 1,600,000 1,000,000 31.9

Key: Technology, Media & Telecommunications Industrials & Manufacturing Healthcare Business Services Consumer & Leisure Financial Services Other

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Strategic Report

Co-Investments continued

Investment

Foresight VCT

Accounting cost

Foresight

Enterprise VCT

Accounting cost

Other

Foresight funds

Accounting cost

Total equity

managed by

Foresight

Strategic Software Applications Ltd 1,732,673 1,750,000 — 26.3

Ten Health & Fitness Limited 3,552,650 2,400,000 — 56.7

The KSL Clinic Limited 990,099 1,000,000 5,000,000 71.3

Titania Group Limited 1,237,624 1,250,000 — 16.7

Weduc Holdings Limited 699,140 302,941 157,577 44.3

Whitchurch PE 1 Limited 100,000 378,000 — 50.0

Companies valued at £nil have been excluded from the table above.

Where the Manager controls over 50% of an investment by virtue of its discretionary management of one or more funds under management, decisions either have to be taken by the individual

boards of the shareholding companies in respect of their individual holdings or voting is limited to 50%.

Key: Technology, Media & Telecommunications Industrials & Manufacturing Healthcare Business Services Consumer & Leisure Financial Services Other

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Strategic Report

The Directors have a duty to

promote the success of the

Company for the benefit of

shareholders as a whole and to

describe how they have performed

this duty having regard to matters

set out in Section 172(1) of the

Companies Act 2006.

In fulfilling this duty, the Directors consider the likely

consequences of their actions over the long term and on

other stakeholders.

As a third-party-managed VCT, the Company does not

have employees. Its main stakeholders therefore comprise

its shareholders, who are also its customers, portfolio

companies, the environment and society and its principal

suppliers. These suppliers are external firms engaged by

the Board to provide, amongst other services, investment

management, secretarial, registrar, audit and legal services.

Stakeholders and S172

Directors’ duty to promote the success of the Company

The Manager

The principal relationship is with the Manager and the

Manager’s Review contains further information on this.

Its investment management service is fundamental to

the long-term success of the Company through the

pursuit of the investment objective. The Board reviews

the investment performance of the Company and the

ability of the Manager to produce satisfactory investment

performance. It seeks to maintain a constructive working

relationship with the Manager and, on an annual basis,

the Management Engagement Committee reviews the

appropriateness of the Manager’s appointment.

The Board receives and reviews detailed presentations

and reports from the Manager to enable the Directors to

exercise effective oversight of the Company’s activities.

As outlined in the Chair's Statement on pages 6 and 7,

a new performance incentive scheme was formally

approved by shareholders at a general meeting of the

Company held on 15 June 2023 and has now replaced the

original scheme which was approved on 8 March 2017.

The revised arrangements were designed to be simpler to

implement and understand and to cap the maximum

annual payment under the scheme, whilst continuing to

incentivise the Manager’s performance and align with the

interests of shareholders. The new arrangements will be

subject to continual review by the Board to ensure they

meet these objectives. The new arrangements have

superseded the previous scheme and any potential

outstanding liabilities relating to it have ended.

Further detail is provided in the Chair's Statement

and in note 13 to the accounts.

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Strategic Report

Stakeholders and S172 continued

Directors’ duty to promote the success of the Company

Portfolio Companies

As described in more detail within the Corporate

Governance section, the Board is committed to

maintaining and demonstrating high standards of

corporate governance in relation to the Company’s

business conduct. The Board also expects high

standards at the companies in which the Company is

invested. In this regard, it is satisfied that the Manager

consistently and proactively engages with investee

companies on environmental, social and governance

matters, and therefore to the long-term success

of the Company. The team of over 50 investment

professionals is well resourced and, collectively, has a

deep knowledge and understanding across corporate

finance, consulting, accountancy and private equity.

More detail on this can be found in the Responsible

Investment section of the Manager’s Review.

Where environmental, social and governance matters

impinge upon the investment case, the Manager

engages with investee companies to encourage the

issues to be addressed through that company’s

“100-day plan”. The Manager is well placed to

undertake this activity, which has always been an

integrated element of its investment process.

Other Suppliers

The Manager seeks to maintain constructive

relationships with the Company’s other suppliers

on behalf of the Company, typically through regular

communications and provision of relevant information.

While the Manager supports the aims and objectives

of the FRC’s Stewardship Code, it is not currently a

signatory. It is, however, working to ensure alignment

with the Stewardship Code and will periodically review

the possibility of becoming a signatory

in the future. A statement to that effect is noted on

theManager’s website and can be found at:

www.foresightgroup.eu/stewardship

In summary, the Board’s primary focus is to promote

the long-term success of the Company for the benefit

of its shareholders, with a view to achieving the

investment objective in a manner consistent with its

stated investment policy and strategy. In doing so,

and as described above, it has due regard to the

impact of its actions on other stakeholders and the

wider community.

Shareholders

To help the Board in its aim to act fairly between the

Company’s members, it encourages communications

with all shareholders. The Annual and Half-Yearly

Reports are issued to shareholders and are available

on the Company’s website, together with other

relevant information including quarterly factsheets.

TheManager and members of the Board are available

to meet the shareholders at the AGM.

Shareholders’ views may also be considered during

the Board’s annual strategy reviews. The Board has

also established guidelines in accordance with which

the Company implements share buybacks at a target

discount of no less than 7.5% to the prevailing NAV per

share. In addition, the Board continues to adopt a target

dividend policy of at least 5% of the latest announced

NAV per share per year.

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Strategic Report

Responsible Investment

Strategy and awareness

Does the business demonstrate a

good awareness of corporate social

responsibility?

Is this reflected in its processes and

management structure?

Environmental

Does the company follow good

practice for limiting or mitigating its

environmental impact, in the context

of its industry?

How does it encourage the

responsible use of the world’s

resources?

Social

What impact does the company have

on its employees, customers and

society as a whole?

Is it taking steps to improve the lives

of others, either directly, such as

through job creation, or indirectly?

Governance

Does the company and its leadership

team demonstrate integrity?

Are the correct policies and

structures in place to ensure it

meets its legislative and regulatory

requirements?

Third-party interaction

Is the principle of corporate

responsibility evidenced in the

company’s supply chain and

customers?

How does it promote ESG values and

share best practice?

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Strategic Report

Often referred to as Responsible

Investment, Environmental, Social

and Governance principles ("ESG")

provide not only a key basis for

generating attractive returns for

investors, but also to help build

better quality businesses in the UK,

creating jobs and making a positive

contribution to society.

ESG criteria form an integral part of the Manager’s

day-to-day decision making, with all new investments made

since May 2018 subject to ESG due diligence and ongoing

ESG monitoring.

This accounts for c.60% of the current portfolio, with the view

to reaching 100% as legacy investments are sold over time.

Central to its investment approach are five ESG Principles

which are used to evaluate investee companies.

Overall, 100 individual key performance indicators are

considered under the five Principles.

The Manager invests in a wide range of sectors and believes

its approach covers the key tests that should be applied to

assess a company’s ESG performance, throughout the life

cycle of an investment:

Responsible Investment continued

UN SDGs

The UN’s Sustainable Development Goals (“SDGs”) also

represent a key driver and important lens through which

corporate and investment activities are reviewed.

In May 2021, the Manager formalised its Impact Themes for

private equity investments into four areas:

Health

Quality Employment at Scale

Research and Innovation

Sustainable, Inclusive, Local Infrastructure and the

Environment

These outcome-focused themes are aligned with the UN’s

SDGs. They help the Manager assess any opportunities in the

business model, and by mapping its investments to them the

private equity team can identify the value and benefits for the

companies, society and the environment.

Each portfolio company is subject to an annual assessment

where progress against each of the five Principles and four

Impact Themes are measured and an evaluation matrix

updated to allow progress to be tracked and continuous

improvement encouraged.

The diagram below shows the specific SDGs that the Manager

has scope to contribute to across all of its activities.

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Strategic Report

Responsible Investment continued

Credentials

The Manager has been a member of the UK Sustainable

Investment and Finance Association since 2009 and a

signatory to the Principles for Responsible Investment (“PRI”)

since 2013.

The Manager is an accredited Living Wage Employer and

a signatory of the HM Treasury Women in Finance Charter,

committing to implement recommendations to improve

gender diversity in financial services. Portfolio companies are

encouraged to pursue similar objectives.

Climate Change Statement

The Manager has a long-term investing vision and its strategy

aligns with certain of the the UN’s Sustainable Development

Goals. As such, taking actions to mitigate the risks posed by

climate change, whilst also investing to generate commercial

returns for our investors, must be done hand-in-hand. The

Manager has been a signatory to the United Nations-backed

PRI since 2013. PRI is a globally recognised voluntary

framework concerned with the incorporation of ESG

considerations into the investment decision-making process.

It provides a basis for potential and existing investors to judge

the quality of a company’s ESG processes and positioning

within an industry sector. In 2023, the Manager was once

again awarded 5 stars by PRI across Foresight Group and the

Private Equity, Infrastructure and Capital Markets divisions.

The Board supports the Manager’s views on climate change

and ESG and its process in the evaluation of an asset’s

environmental and social impact during due diligence and

thereafter. For each material risk identified during due

diligence, a mitigation plan is proposed in the investment

submission and these actions form part of each portfolio

company’s “100-day plan” post-investment.

From an environmental perspective, analysis relating to the

implementation of good industry practice in limiting and

mitigating the potentially adverse environmental impact of a

company’s operations has four principal components:

ș Environmental policy and track record

ș Energy and resource usage and environmental impact

ș Environmental impact of products and services

ș Environmental performance improvements

Regular monitoring post-investment ensures that standards

are maintained in respect of ESG issues where there is a

change in either the regulatory or operating environment or

the composition of the management team.

The Task Force on Climate-related Financial Disclosures

(“TCFD”) reporting requirements for the Company are set to

change from 1 July 2024. The Board and the Manager are

assessing the impact to ensure that the Company aligns with

the requirements to the extent that they are relevant for the

Company. The Manager continues its journey to full alignment

with the recommendations of the TCFD. Further details are

noted in the Foresight Group Holdings Limited Annual Report

and Accounts and can be found at:

www.foresightgroup.eu.

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Strategic Report

Responsible Investment continued

Environmental, human rights, employee, social and

community issues

The Board recognises the requirement under Section 414

of the Companies Act 2006 to provide information about

environmental matters (including the impact of the Company’s

business on the environment), employee, human rights, social

and community issues; and information about any policies it

has in relation to these matters and the effectiveness of these

policies.

The Company does not have any policies in place for human

rights, environmental, social and community issues due to

having no office premises, no employees and its purchases

being services as opposed to tangible products. The

Manager’s policies in respect of all the above issues can be

found on its website: www.foresightgroup.eu.

Diversity

The Board currently comprises two female and three male

Directors. There is no formal diversity policy in place,

however the Board is conscious of the need for diversity and

will consider male and female candidates from all ethnic

backgrounds when appointing new Directors.

The Manager has an equal opportunities policy and, as at

31 December 2023, employed 232 men (2022: 214) and

158 women (2022: 134).

Global greenhouse gas emissions

The Company has no greenhouse gas emissions to report

from the operations of the Company, nor does it have

responsibility for any other emissions sources under the

Companies Act 2006 (Strategic Report and Directors’ Reports)

Regulations 2013.

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Strategic Report

The Board carries out half-yearly reviews of the risk

environment, including emerging risks, in which theCompany

operates.

The principal risks and uncertainties identified by the Board

which might affect the Company’s business and future

performance, and the steps taken with a view to their

mitigation, are set out below. Emerging risks that have also

been considered include those of climate change, inflationary

pressures, interest rates, supply chain issues, energy prices,

conflict in the Middle East and the Russian invasion of

Ukraine. In addition, tensions are increasing in the relationship

between the United States and China over the future of

Taiwan, where a large proportion of sophisticated microchips

are manufactured and exported to businesses in the West,

including those in the Company’s portfolio.

While emerging risks are by nature difficult to predict, the

Board and Manager's response to issues that may directly

or indirectly effect the portfolio is immediate and evolves

constantly.

The Board, with the help of the Manager’s extensive research

resources and market intelligence, surveys the full risk

landscape of the Company in order to identify increasing and

emerging risks to which the Company may be exposed to in

the future.

The Board questions which parts of the Company’s business

may be vulnerable to disruption, including the business

models of its investee companies and third-party suppliers.

Analysis performed, including the portfolio's exposure to

geopolitical risk and the effect of interest rates on individual

investee companies in the year, is circulated to the Board and

a best course of action decided. The impact of such risks

on the Company's portfolio is under continuous assessment

by the Manager. The Board and Manager therefore believe

that emerging risks are mitigated and monitored so far

aspossible.

Further details of the Board’s climate change considerations

are provided in the Climate Change Statement in the

Responsible Investment section on pages 46 to 49.

Risks

Principal risks, risk management and regulatory environment

Market risks

Risk description:

Macroeconomic changes, geopolitical developments,

including the risk of war, or external shocks affect the

investment community in general and lead to a fall

in the valuation of investee companies, a drop in the

Company’s share price or widening discount to Net

Asset Value, resulting in capital losses for shareholders.

Key controls and mitigation:

The Manager ensures the portfolio is diversified and the

Board reviews it at least quarterly. The Company also

maintains sufficient cash reserves to be able to provide

additional funding to investee companies where

appropriate and to repurchase its own shares.

Strategic and

performance risk

Risk description:

The Board fails to set appropriate strategic objectives

and fails to monitor the Company’s implementation of

strategy which leads to poor performance.

Unattractive objectives or prolonged poor performance

lead to a lack of investor demand for the Company’s

shares, making it difficult to raise new capital, a lack

of cash available to fund buybacks and an inability to

control a widening share price discount to NAV.

Key controls and mitigation:

The Board and the Manager meet for an annual

strategy day. As well, the investment strategy and

underlying performance are further monitored

quarterly at Board meetings.

Newly identified

Increased level of risk

Decreased level of risk

Similar level of risk

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Strategic Report

Risks continued

Principal risks, risk management and regulatory environment

Internal control risk

Risk description:

The control environments at service providers,

including the Manager, have inadequate procedures for

the identification, evaluation and management of cyber

security and data protection, putting the Company’s

assets and data at risk.

Key controls and mitigation:

The Board carries out annual reviews of the system

of internal and cyber controls, both financial and

non-financial, operated by the Manager and other

service providers. These reviews include controls

designed to ensure that the Company’s assets are

safeguarded and that proper accounting records

are maintained.

Legislative and regulatory risk

Risk description:

The Company fails to comply with applicable laws and

regulations including VCT Rules, UK Listing Authority Rules,

AIC Code on Corporate Governance, Stewardship Code,

Companies Act, Bribery Act, Market Abuse Regulations,

data protection rules, Criminal Finances Act and relevant

Taxes Acts and as a result loses its approval as a VCT.

Radical changes to VCT rules limit satisfactory investment

returns and the ability to issue new shares, leading to a

reduction in the sale of investee companies. This leads to a

cash flow issue which restricts dividend payments or share

buybacks and the Company’s ability to control a widening

share price discount to NAV.

The "Sunset clause" for EIS and VCT reliefs is expected,

but not yet legislated, to extend beyond 6 April 2025.

The clause provides that income tax relief will no longer

be given to subscriptions made on or after 6 April

2025, unless the legislation is amended to make the

scheme permanent, or the “Sunset clause” is extended.

Inextreme circumstances, the current VCT regime ending

on 5 April2025 is not renewed or extended, causing

shareholders to cease to benefit from tax-free dividends

and capital gains tax exemption after that date.

Key controls and mitigation:

The Manager is contracted to provide company

secretarial, accounting and administration services

through qualified professionals and the Board receives

regular updates on compliance with relevant regulations.

The Company, the Manager and the VCT status adviser

are, between them, members of the VCT Managers

Association, EIS Association and the AIC and are

regularly consulted by HMRC and Treasury, or reply to

consultations, before changes in legislation take place,

often enabling a middle ground to be agreed on legislative

changes.

The Board and Manager review corporate governance

and regulatory changes on a continual basis and seek

additional advice as and when required.

The government has the power to extend or remove the

sunset clause through secondary legislation, which would

allow the VCT and EIS schemes to operate in their current

form beyond the current expiry date of each scheme.

To date, the present Chancellor, Jeremy Hunt, has stated

that the VCT and EIS schemes will be extended beyond

the sunset to 6 April 2035 and further details will be

provided in due course. The Treasury Select Committee

also notes that the UK should be able to extend the

scheme without European Commission approval, clarified

by the Northern Ireland Protocol, the Windsor Framework.

Newly identified

Increased level of risk

Decreased level of risk

Similar level of risk

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Strategic Report

Risks continued

Principal risks, risk management and regulatory environment

VCT qualifying status risk

Risk description:

The Company fails to observe the conditions laid

down in the Income Tax Act 2007 for the maintenance

of approved VCT status. The loss of such approval

could lead to the Company ceasing to be exempt from

corporation tax on capital gains, to investors being

liable to pay income tax on dividends received from

the Company and capital gains tax on the disposal of

their shares, and, in certain circumstances, to investors

being required to repay the initial income tax relief on

their investment.

Key controls and mitigation:

The Manager takes legal advice for each transaction

to ensure all investments are qualifying. Advance

assurance, where appropriate, is sought from

HMRC ahead of completion. The Manager keeps the

Company’s VCT qualifying status under continual

review, seeking to take appropriate action to maintain

it where required, and its reports are reviewed by

the Board on a quarterly basis. The Board has also

retained Shakespeare Martineau LLP to undertake an

independent VCT status monitoring role.

Investment valuation andliquidity risk

Risk description:

The Company’s investments are in small and

medium-sized unquoted companies which are VCT

qualifying holdings, and which, by their nature, entail

a higher level of risk, subjective valuations and lower

liquidity than investments in larger quoted companies.

Unquoted companies have no published market price

for their shares. The value of the shares needs to be

calculated based on other information using estimates

and judgements, and is reliant on the accuracy and

completeness of information provided by investee

companies. As the Manager's remuneration is based on the

Company's Net Asset Value, there is an inherent conflict of

interest in valuations of the portfolio by the Manager.

The Company may not be able to sell its investments in

unquoted companies. Insufficient capital realisations and

the Company’s inability to raise new capital could prevent

the Company from meeting its financial objectives and

restrict dividends and buybacks.

Key controls and mitigation:

The Manager aims to limit the risk attaching to the

portfolio as a whole by careful selection, close monitoring

and timely realisation of investments, by carrying out

rigorous due diligence procedures and maintaining

a spread of holdings in terms of industry sector. The

Board reviews the investment portfolio and anticipated

realisations with the Manager on a quarterly basis.

Valuations are prepared in accordance with the IPEV

Valuation Guidelines, as discussed in more detail in note 1

to the accounts. Sensitivity analysis is disclosed in note 14.

The Board reviews portfolio valuations quarterly and the

external auditor performs an annual review, as noted in

the Independent Auditor’s Report.

Newly identified

Increased level of risk

Decreased level of risk

Similar level of risk

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Strategic Report

In accordance with principle 21 of the AIC Code of Corporate

Governance published by the AIC in February 2019, the

Directors have assessed the prospects of the Company over

the three-year period to 31 December 2026. This three-year

period is used by the Board during the strategic planning

process and is considered reasonable for a business of its

nature and size.

In making this statement, the Board carried out an

assessment of the principal risks facing the Company,

including those that might threaten its business model, future

performance, solvency or liquidity. The Board concentrated

its efforts on the major factors that affect the economic,

regulatory and political environment.

The Board also considered the ability of the Company to

raise finance and deploy capital. This assessment took

account of the availability and likely effectiveness of the

mitigating actions that could be taken to avoid or reduce

the impact of the underlying risks, including the Manager

adapting its investment process to take account of the more

restrictive VCT investment rules that currently apply.

The Directors have also considered the Company’s income

and expenditure projections and underlying assumptions for

the next three years and believe these to be soundly based.

Stress testing on the cash flow forecast has not been

performed, due to the discretionary nature of the main

inflows and outflows. If fewer funds are raised, and fewer

realisations achieved, then fewer investments and buybacks

can be made and reduced dividends can be paid. The

contracted ongoing costs of the Company are sufficiently

covered for the next three years.

Based on the Company’s processes for monitoring cash flow,

share price discount, review of the investment objective and

policy, asset allocation, sector weightings and portfolio risk

profile, the Board has concluded that there is a reasonable

expectation that the Company will be able to continue in

operation and meet its liabilities as they fall due over the

three years to 31 December 2026.

This Strategic Report has been prepared in accordance with

the requirements of Section 414 of the Companies Act 2006

and best practice. Its purpose is to inform the members of

the Company and to help them assess how the Directors

have performed their duty to promote the success of the

Company, in accordance with Section 172 of the Companies

Act 2006.

Future strategy

The Board and the Manager believe that the strategy of

continuing to qualify as a VCT and focusing on growth

private equity investments is currently in the best interests of

shareholders and the historical information reproduced in this

report is evidence of positive recent performance in this area.

The Company’s performance relative to its peer group will

depend on the Manager’s ability to allocate the Company’s

assets effectively, make successful investments and manage

its liquidity appropriately.

This Strategic Report has been approved for issue by the

Board.

Margaret Littlejohns

Chair

15 April 2024

Viability Statement

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Strategic Report

Governance

What’s in this section

Board of Directors 55

Directors’ Report 57

Corporate Governance 63

Audit Committee Report 67

Directors’ Remuneration Report 69

Statement of Directors’ Responsibilities 74

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Board of Directors

Margaret Littlejohns

Chair of the Board

Appointed

1 October 2017

Experience

Margaret has 19 years of experience in both commercial

and investment banking, developing particular expertise

in derivatives and in credit and market risk management.

Between 2004 and 2006 she co-founded two start-up

ventures, providing self-storage facilities to domestic and

business customers in the Midlands, and acted as finance

director until the businesses were successfully sold in 2016.

Other positions

Margaret is a non-executive director of UK Commercial

Property REIT Limited. She previously served as

non-executive chair of Henderson High Income Trust

plc andas non‑executive director of JPMorgan Mid Cap

Investment Trust plc.

Beneficial shareholding

86,255 shares

Patricia Dimond

Non-Executive Director

Appointed

1 February 2021

Experience

Patty has had an international career with over 30 years in

the consumer, retail and financial sectors. As an executive

or strategic adviser, she has worked with FTSE 100, private

equity and owner-managed companies. She is an alumna

of McKinsey & Company and a CFA Charter holder. Patty

qualified as a Chartered Accountant with Deloitte Haskins

&Sells, and holds an MBA from IMD Switzerland.

Other positions

Patty currently serves as a non-executive director and audit

committee chair of Hilton Food Group plc. She is the audit

committee chair and senior independent director of Aberforth

Smaller Companies Trust plc and the audit committee chair

of English National Opera.

Beneficial shareholding

78,033 shares

Please note that the information

on the Directors noted below is

accurate up to the date of signing of

the Annual Report and Accounts.

Audit Committee Management Engagement Committee Nomination Committee Remuneration Committee Chair

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Governance

Board of Directors continued

David Ford

Non-Executive Director

Appointed

1 January 2023

Experience

David has city-based experience as a former managing

director in equities for Prudential Capital Group and in fixed

income for Intermediate Capital Group. Since 2017 he has

been investing on his own behalf as an angel investor and as

an adviser to funds.

Other positions

David sits as a non-executive director on the boards

of a number of small early-stage companies. He is also

a non-executive director of Alcentra Ltd, a Franklin

Templeton-owned alternative asset manager.

Beneficial shareholding

58,513 shares

Jocelin Harris

Non-Executive Director

Appointed

18 December 2015

Experience

Jocelin is a qualified solicitor and since 1986 has run

Durrington Corporation, which provides finance and advice

for small businesses. Before this he was a director of private

bank Rea Brothers for 13 years. He has personally invested in

over 50 development-stage companies over the last 40 years.

Other positions

Jocelin is currently chair or non‑executive director of a

number of private companies in the UK and the US. He

isatrustee of St Peter’s College, Oxford.

Beneficial shareholding

85,400 shares

Dan Sandhu

Non-Executive Director

Appointed

1 January 2023

Experience

Dan has commercial experience in the UK, China and India,

successfully growing private equity backed companies and

transforming larger scale organisations. Since September

2023 he has been the chief executive officer at Education

Development Trust, a global education provider supporting

learners, educators and policy makers. He was previously

chief executive officer of Sparx Learning, a leading provider

of educational technology to UK schools. He has also been an

active investor in early-stage businesses and was a founding

member of Indian Angel Network, New Delhi.

Other positions

Dan is a member of the Institute of Chartered Accountants

in England and Wales, sits on the Leadership Council of the

Center for Universal Educations at the Brookings Institution

in Washington and is a Governor at the Lady Eleanor Holles

School in London.

Beneficial shareholding

23,337 shares

Audit Committee Management Engagement Committee Nomination Committee Remuneration Committee Chair

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Governance

Directors’ Report

The Directors present their report

and the financial statements of

theCompany for the year ended

31December 2023.

Activities and status

The principal activity of the Company during the year was

the making of investments in unquoted companies in the

UK. The Company is not an investment company within

the meaning of Section 833 of the Companies Act 2006.

It has satisfied the requirements as a VCT under Sections

274–280A of the Income Tax Act 2007. Confirmation of the

Company’s qualification as a VCT has been received up to

31December2022 and the Board has managed and intends

to continue to manage the Company’s affairs in such a

manner as to continue to comply with these regulations.

Results and dividends

The total return attributable to shareholders for the year

amounted to £16,476,000 (2022: £12,702,000).

The Board recommended a final dividend in respect of the

year ended 31 December 2022 of 4.4p per share which was

paid on 30 June 2023. The Board also declared a special

interim dividend of 4.0p per share following the successful

realisations of Mowgli, Innovation Consulting Group and

Datapath, which was paid on 18 August 2023.

The Board is recommending a final dividend for the year

ended 31 December 2023 of 4.4p per share, to be paid on

28June 2024 based on an ex‑dividend date of 13June2024,

with a record date of 14 June 2024.

Net Asset Value Total Return

During the year ended 31 December 2023, the Company’s

principal indicator of performance, NAV Total Return, was

7.8% (2022: 6.5%) from 87.5p per share to 94.3p per share.

Share issues

During the year, 37,910,583 shares and 4,940,235 shares

were issued pursuant to an offer for subscription and the

dividend reinvestment scheme respectively. Shares were

issued at issue prices ranging from 85.2p to 95.2p per share.

At 31 December 2023 the Company had 255,218,477 shares

in issue.

Share buybacks

During the year, the Company repurchased 6,784,285 shares

for cancellation at a cost of £5,369,000. No shares bought

back by the Company are held in treasury. Share buybacks

have been completed at an average discount of 7.5%.

Principal risks, risk management and regulatory

environment

A summary of the principal risks faced by the Company is set

out in the Strategic Report on pages 50 to 52.

Financial instruments

Details of all financial instruments used by the Company

during the year are given in note 14 to the accounts.

Policy of paying creditors

The Company does not subscribe to a particular code but

follows a policy whereby suppliers are paid by the due date

and investment purchases are settled in accordance with the

stated terms. At the year end, trade creditors represented an

average credit period of zero days (2022: five days).

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Governance

Directors’ Report continued

Management

The Company has appointed Foresight Group LLP (“the

Manager”) to provide investment management, accounting

and administration services.

Annually, the Management Engagement Committee reviews

the appropriateness of the Manager’s appointment. In

carrying out its review, the Management Engagement

Committee considers the investment performance of

the Company and the ability of the Manager to produce

satisfactory investment performance. It also considers the

length of the notice period of the investment management

contract and fees payable to the Manager, together with

the standard of other services provided, which include

company secretarial services. It is the Board’s opinion that

the continuing appointment of the Manager on the terms

agreed is in the interests of shareholders as a whole. The

last review was undertaken in November 2023. The principal

terms of the management agreement are set out in note 3 to

the accounts.

The annual expenses cap is 2.4% of net assets, which is one

of the lower expenses caps of any VCT with total assets over

£50 million.

No Director has an interest in any contract to which the

Company is a party other than their own appointment.

Foresight Group LLP was appointed as Manager on

27January 2020 and earned fees of £4,018,000 in the

year to 31 December 2023 (2022: £3,499,000). A further

£1,467,000 performance incentive fee has been accrued

in the accounts at 31 December 2023. Further details of

this can be found in note 13. Foresight Group LLP received

£130,000 (2022: £130,000) during the year in respect of

secretarial, administrative, accounting and custodian services

to the Company.

Foresight Group LLP also received from investee companies

arrangement fees of £551,000 (2022: £282,000) and

Directors’ fees of £1,084,000 (2022: £938,000).

Management fee 4,018,000

Performance incentive fee 1,467,000

Secretarial fee 130,000

Arrangement fees 551,000

Directors’ fees 1,084,000

7,250,000

All amounts are stated, where applicable, net of VAT.

The Manager is also a party to the co-investment and

performance incentive arrangements described in note 13

tothe accounts.

At the time of writing, officers and staff of the Manager held

atotal of 2,090,516 shares in the Company.

Performance-related incentives

Shareholders approved a co-investment scheme and

performance incentive arrangements at a general meeting

held on 15 June 2023, effective from 1 January 2023.

Co-investment and performance incentive arrangements

were novated from Foresight Group CI Limited to the

Manager on 27 January 2020. Details can be found in

note 13 to the accounts.

Venture Capital Trust status

Foresight VCT plc has been granted approval as a Venture

Capital Trust (“VCT”) under Sections 274‑280A of the Income

Tax Act 2007 for the year ended 31 December 2022. The

next complete review will be carried out for the year ended

31 December 2023. It is intended that the business of the

Company be carried on so as to maintain its VCT status.

The Board and the Manager have managed, and continue to

manage, the business in order to comply with the legislation

applicable to VCTs. The Board has appointed Shakespeare

Martineau LLP to monitor and provide continuing advice in

respect of the Company’s compliance with applicable VCT

legislation and regulation. Reviews of prospective investments

are carried out by advisers assisting on the relevant

investment transaction.

The Board monitors the Company’s VCT status at quarterly

meetings of the Board based on advice from Shakespeare

Martineau LLP and the Manager monitors the status on a

continuing basis. As at 31 December 2023, the Company had

100.0% (by VCT value) of its applicable funds in such VCT

qualifying holdings.

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Governance

Directors’ Report continued

VCT tax benefit for shareholders

To obtain VCT tax reliefs on subscriptions up to £200,000

per annum, a VCT investor must be a “qualifying” individual

over the age of 18 with UK taxable income. The tax reliefs for

subscriptions since 6 April 2006 are:

ș Income tax relief of up to 30% on subscription by

qualifying investors for new shares

ș VCT dividends (including capital distributions of realised

gains on investments) are not subject to income tax in the

hands of qualifying investors

ș Capital gains on disposal of VCT shares by qualifying

investors are tax free, whenever the disposal occurs

The upfront income tax relief will be forfeited by

shareholders if the shares are not held for five years or the

Company loses its approval as a VCT in that period.

The other tax reliefs will similarly be lost if the Company

loses its approval as a VCT.

Substantial shareholdings

So far as the Board is aware, there were no individual

shareholdings representing 3% or more of the Company’s

issued share capital at the date of this report.

Likely future developments

Please refer to the Manager’s Review on page 27 for more

details on likely future developments.

Alternative Investment Fund Managers Directive

(“AIFMD”)

The AIFMD came into force on 22 July 2013 and sets out

the rules for the authorisation and ongoing regulation of

managers (“AIFMs”) that manage alternative investment

funds (“AIFs”) in the EU. The Company qualifies as a small

authorised AIF and so is required to comply, although

additional costs and administration requirements are

not material. The Company’s approval was confirmed in

August2014. This has not affected the current arrangements

with the Manager, who continues to report to the Board and

manage the Company’s investments on a discretionary basis.

Valuation policy

Investments held by the Company have been valued in

accordance with the International Private Equity and Venture

Capital (“IPEV”) Valuation Guidelines (December 2022 and

further COVID‑19 guidance for March 2020) developed by the

British Venture Capital Association and other organisations.

Through these guidelines, investments are valued as defined

at “fair value”. Where the investment being valued was made

recently, its cost would normally provide a good starting

point for estimating fair value. At each measurement date, fair

value is estimated using appropriate valuation techniques.

Investments quoted or traded on a market are valued at bid

price. The portfolio valuations are prepared by the Manager,

reviewed and approved by the Board quarterly, and are

subject to annual review by the external auditor.

Statutory Instrument 2008/410 schedule 7 part 6

The following disclosures are made in accordance with

Statutory Instrument 2008/410 schedule 7 part 6.

Capital structure

The Company’s issued share capital as at 15 April 2024

was 271,902,191 Ordinary Shares of 1 penny each.

Furtherinformation on the share capital of the Company

isdetailed in note 11 to theaccounts.

Voting rights in the Company’s shares

Details of the voting rights in the Company’s shares at the

date of this report are given in note 5 in the Notice of Annual

General Meeting on page 109.

Notifiable interests in the Company’s voting rights

At the date of this report no notifiable interests had been

declared in the Company’s voting rights.

Auditor

Pursuant to Section 487(2) of the Companies Act 2006,

theBoard has decided to propose the re‑appointment of

Deloitte LLP as auditor and a resolution concerning this will

be proposed at the Annual General Meeting.

Audit information

Pursuant to Section 418(2) of the Companies Act 2006,

each of the Directors confirms that (a) so far as they are

aware, there is no relevant audit information of which the

Company’s auditor is unaware; and (b) they have taken all

steps they ought to have taken to make themselves aware

of any relevant audit information and to establish that the

Company’s auditor is aware of such information.

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Governance

Directors’ Report continued

Companies Act 2006 disclosures

In accordance with Schedule 7 of the Large and Medium‑sized

Companies and Groups (Accounts and Reports) Regulations

2008, as amended, the Directors disclose the following

information:

ș The Company’s capital structure and voting rights are

summarised above, and there are no restrictions on voting

rights nor any agreement between holders of securities

that result in restrictions on the transfer of securities or on

voting rights

ș There exist no securities carrying special rights with regard

to the control of the Company

ș The rules concerning the appointment and replacement of

Directors, amendment of the Articles of Association and

powers to issue or buy back the Company’s shares are

contained in the Articles of Association of the Company

and the Companies Act 2006

ș The Company does not have an employee share scheme

ș There exist no agreements to which the Company is party

that may affect its control following a takeover bid

ș There exist no agreements between the Company and its

Directors providing for compensation for loss of office that

may occur following a takeover bid or for any other reason

Conflicts of interest

The Directors have declared any conflicts or potential

conflicts of interest to the Board, which has the authority to

approve such conflicts. The Company Secretary maintains the

quarterly by the Board and when changes are notified.

TheDirectors advise the Company Secretary and Board

as soon as they become aware of any conflicts of interest.

Directors who have conflicts of interest do not take part in

discussions concerning their own conflicts.

Whistleblowing

The Board has been informed that the Manager has

arrangements in place in accordance with the UK Corporate

Governance Code’s recommendations by which staff may, in

confidence, raise concerns within their respective organisations

about possible improprieties in matters of financial

reporting or other matters. On the basis of that information,

adequate arrangements are in place for the proportionate

and independent investigation of such matters and, where

necessary, for appropriate follow-up action to be taken.

Going concern

The Company’s business activities, together with the factors

likely to affect its future development, performance and

position, are set out in the Strategic Report. The financial

position of the Company, its cash flows, liquidity position and

borrowing facilities are referred to in the Chair’s Statement,

Strategic Report and Notes to the Accounts. In addition,

the Annual Report and Accounts include the Company’s

objectives, policies and processes for managing its capital; its

financial risk management objectives; details of its financial

instruments and hedging activities; and its exposures to credit

risk and liquidity risk.

The Company has adequate financial resources together

with investments and income generated therefrom across a

variety of industries and sectors. The Board believes that the

Company is able to manage its business risks.

Three‑year cash flow projections to 31 December 2026 have

been reviewed and show that the Company has sufficient

funds to meet both its contracted expenditure and its

discretionary cash outflows in the form of share buybacks

and dividends. The Company has no external loan finance in

place and therefore is not exposed to any gearing covenants,

although its underlying investments may have external loan

finance.

The Directors have considered the impact of the global

geopolitical conflicts, the difficult economic outlook,

inflationary pressures, and Brexit in their assessment of going

concern and have reasonable expectation that the Company

has adequate resources to continue in operational existence

for the foreseeable future, being at least 12 months from the

date of approval of these financial statements. Thus, they

continue to adopt the going concern basis of accounting in

preparing the Annual Report and Accounts.

Post-balance sheet events are disclosed in note 20.

Directors’ remuneration

Following changes to the Companies Act 2006, UK investment

companies must comply with new regulations in relation to

directors’ remuneration. Directors’ fees can only be paid

in accordance with a remuneration policy which has been

approved by shareholders. The Company must also publish

aDirectors’ Remuneration Report that complies with a new

set of disclosure requirements. See pages 69 to 73.

Directors’ indemnification and insurance

To the extent permitted by law, the Directors have the

benefit of indemnities under the Articles of Association of

the Company against liabilities they may incur acting in their

capacity as Directors of the Company.

An insurance policy is maintained by the Company which

indemnifies the Directors and the Company against certain

liabilities that may arise in the conduct of their duties. There is

no cover in respect of fraudulent or dishonest actions.

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Governance

Directors’ Report continued

Annual General Meeting

A formal notice convening the Annual General Meeting on

4June 2024 can be found on pages 107 to 110.

Resolutions 1 to 10 will be proposed as ordinary resolutions,

meaning that for each resolution to be passed more than

half of the votes cast at the meeting must be in favour of the

resolution. Resolutions 11 to 13 will be proposed as special

resolutions, meaning that for each resolution to be passed at

least 75% of the votes cast at the meeting must be in favour

of the resolution. Resolutions 10 to 12 renew share issue and

buyback authorities granted at previous general meetings of

the Company and, together with Resolutions 9 and 13, are

explained in further detail below. The Directors believe that

the proposed resolutions are in the interests of shareholders

and accordingly recommend shareholders to vote in favour of

each resolution.

Resolution 9

The Directors recommend to shareholders the payment

of a final dividend in respect of the financial year ended

31December 2023 of 4.4p per share of 1p each in the

capital of the Company, for payment on 28 June 2024 to

shareholders on the register on 14 June 2024.

Resolution 10

Resolution 10 will authorise the Directors to allot relevant

securities generally, in accordance with Section 551 of

the Companies Act 2006, up to an aggregate nominal

amount of £1,000,000 (representing 36.8% of the issued

share capital of the Company as at the date of this Annual

Report). This authority will be used for the purposes

listed under the authority requested under Resolution 11.

This includes authority to issue shares pursuant to the

dividend reinvestment scheme operated by the Company,

performance incentive fee arrangements with Foresight

Group LLP and relevant individuals of the Foresight Group LLP

investment team and further top‑up offers for subscription to

raise new funds for the Company if the Board believes this

to be in the best interests of the Company. All new offers are

intended to be at an offer price linked to NAV. The authority

conferred by Resolution 10 is in substitution for all existing

authorities and will expire (unless renewed, varied or revoked

by the Company in a general meeting) on the conclusion of

the Annual General Meeting of the Company to be held in the

year 2025, or, if earlier, on the date falling 15 months after

the passing of the resolution, save that the Company may

allot equity shares after such date in pursuant of a contract

or contracts made prior to the expiration of this authority.

Resolution 11

Resolution 11 will sanction, in a limited manner, the

disapplication of pre-emption rights in respect of the

allotment of equity securities (i) with an aggregate

nominal amount of up to £400,000 pursuant to offer(s) for

subscription, (ii) with an aggregate nominal amount of up to

10% of the issued share capital pursuant to the dividend

reinvestment scheme operated by the Company at a

subscription price per share which may be less than the

Net Asset Value per share, as may be prescribed by the

scheme terms, (iii) with an aggregate nominal amount of up to

£100,000 pursuant to performance incentive arrangements

with Foresight Group LLP and relevant individuals of the

Foresight Group LLP investment team at a subscription price

which may be less than the Net Asset Value per share and (iv)

with an aggregate nominal amount of up to 10% of the issued

share capital from time to time for general purposes, in each

case where the proceeds of such issue may be used in whole

or part to purchase the Company’s shares.

The authority conferred by Resolution 11 is in substitution

for all existing authorities and will expire (unless renewed,

varied or revoked by the Company in a general meeting) at

the conclusion of the Annual General Meeting to be held in

2025 or, if earlier, on the date falling 15 months after the

passing of the resolution, save that the Company shall be

entitled to make offers or agreements before the expiry of

such authority which would or might require equity securities

to be allotted after such expiry and Directors shall be entitled

to allot equity securities pursuant to any such offers or

agreements as if the authority conferred hereby had

not expired.

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Governance

Directors’ Report continued

Resolution 12

It is proposed by Resolution 12 that the Company be

authorised to make market purchases of the Company’s own

shares. Under this authority the Directors may purchase up

to 40,758,138 shares (representing approximately 14.99%

of the Company’s shares in issue at the date of this Annual

Report) or, if lower, such number of shares (rounded down to

the nearest whole share) as shall equal 14.99% of the issued

share capital at the date the resolution is passed. When

buying shares, the Company cannot pay a price per share

which is more than 105% of the average of the middle market

quotation for a share taken from the London Stock Exchange

daily official list on the five business days immediately

before the day on which shares are purchased or, if greater,

the amount stipulated by Article 5(6) of the Market Abuse

Regulation (EU) 596/2014 (as such Regulation forms part

of UK law and as amended). The authority conferred by

Resolution 12 is in substitution for all existing authorities

and will expire (unless renewed, varied or revoked by the

Company in a general meeting) at the conclusion of the

Annual General Meeting to be held in 2025 or, if earlier, on

the date falling 15 months after the passing of the resolution,

save that the Company may purchase its shares after such

date in pursuance of a contract or contracts made prior to

the expiration of this authority.

Front‑end VCT income tax relief is only obtainable by an

investor who makes an investment in new shares issued by

the Company. This means that investors may be willing to pay

more for new shares issued by the Company than they would

pay to buy shares from an existing shareholder. Therefore, in

the interest of shareholders who may wish to sell shares from

time to time, the Company proposes to renew the authority

to buy-in shares, as it enables the Board to provide a degree

of liquidity in the Company’s shares. Whilst, generally, the

Company does not expect that shareholders will want to sell

their shares within five years of subscribing for them because

this would lead to a loss of tax relief, the Directors anticipate

that from time to time a shareholder may need to sell shares

within this period. In making purchases the Company will deal

only with member firms of the London Stock Exchange and at

a discount to the then prevailing Net Asset Value per share of

the Company’s shares to ensure that existing shareholders’

interests are protected.

Resolution 13

Resolution 13 seeks the authority from shareholders (as

required under the Companies Act 2006) to reduce the share

premium account of the Company by £92,765,406 and the

redemption reserve by £1,262,270.

Cancelling share premium and redemption reserve allows

a company to create a special reserve that can be used to

write off or set against losses, facilitate distributions and

buybacks and for other corporate purposes. The Company

has previously cancelled share premium and redemption

reserves for these purposes and has, over time, utilised the

special reserves created from these cancellations.

The issue of shares pursuant to recent fundraisings has

resulted in the creation of further share premium. In addition,

the repurchase of shares over time pursuant to the buyback

policy has created additional redemption reserves. The

Board proposes to reduce the share premium account and

redemption reserve to create further special reserves.

Subject to Resolution 13 being passed, application will

then need to be made by the Company to court to formally

confirm the proposed reductions.

Prior to confirming the reduction of the share premium

account and redemption reserve, the court will need to be

satisfied that the reduction will not prejudice the interests

of the Company’s creditors. The Company will take such

steps as are necessary to satisfy the court in this regard.

The reductions of the share premium account and

redemption reserve will take effect once the court order

confirming the reductions has been registered by the

Registrar of Companies.

Any amounts cancelled relating to share premium which were

created by the issue of shares in the three years beginning

at the end of the accounting period of the Company in which

the relevant shares were issued will be regarded under VCT

legislation as restricted capital. Any such amounts will not,

therefore, be capable of being used to make, directly or

indirectly, payments to shareholders until such time as the

applicable three year period referred to above has expired.

This report has been approved for issue by the Board.

Foresight Group LLP

Company Secretary

15 April 2024

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Governance

“The Board of Foresight

VCT plc has considered the

Principles and Provisions of

the AIC Code of Corporate

Governance (the “AIC Code”).”

Margaret Littlejohns

Chair

The AIC Code addresses the Principles and Provisions set

out in the UK Corporate Governance Code (“the AIC Code”)

issued by the Financial Reporting Council, as well as setting

out additional Provisions on issues that are of specific

relevance to the Company.

The Board considers that reporting against the Principles

and Provisions of the AIC Code, which has been endorsed

by the Financial Reporting Council, provides more relevant

information to shareholders.

The Company has complied with the Principles and

Provisions of the AIC Code.

The AIC Code is available on the AIC website

(www.theaic.co.uk). It includes an explanation of how the

AICCode adapts the Principles and Provisions set out in the

AIC Code to make them relevant for investment companies.

Unless noted as an exception below, the requirements of the

AIC Code were complied with throughout the year ended

31December 2023.

The Board

The Board comprises five Directors, all of whom are

non-executive and deemed independent. The Board actively

encourages Directors to hold shares in the Company,

ensuring that their personal interests are aligned with the

interests of shareholders. The Board does not feel that

such holdings call into question Directors' independence.

The Nomination Committee meets annually to discuss the

appropriateness of the Board appointments and Directors

are required to stand for annual re-election.

The Directors have significant relevant experience of similar

investment funds to VCTs, regulatory organisations, corporate

governance of listed companies, the private equity sector and

investing in small companies.

Division of responsibilities

The Board is responsible to shareholders for the proper

management of the Company and meets at least quarterly

and on an ad hoc basis as required. It has formally adopted

a schedule of matters that are required to be brought to it

for decision, thus ensuring that it maintains full and effective

control over appropriate strategic, financial, operational and

compliance issues. A management agreement between the

Company and the Manager sets out the matters over which

the Manager has authority, including monitoring and managing

the existing investment portfolio and the limits above which

Board approval must be sought. All other matters are

reserved for the approval of the Board of Directors. The

Manager, in the absence of explicit instruction from the

Board, is empowered to exercise discretion in the use of the

Company’s voting rights.

Individual Directors may, at the expense of the Company,

seek independent professional advice on any matter that

concerns them in the furtherance of their duties.

The Board has access to the officers of the Company

Secretary who also attend Board meetings. Representatives

of the Manager attend all formal Board meetings although

the Directors may on occasion meet without representatives

of the Manager being present. Informal meetings with the

Manager are also held between Board meetings as required.

Attendance by Directors at Board and Committee meetings is

detailed in the table on the following page.

Corporate

Governance

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Governance

Corporate Governance continued

Division of responsibilities continued

The Company Secretary provides full information on the Company’s assets, liabilities and other

relevant information to the Board in advance of each Board meeting.

In addition to the meetings below, seven further meetings were held in relation to the

publication of corporate documents, fundraising, share issues, investments and Company

strategy.

Board Audit Nomination

Management

Engagement Remuneration

Patricia Dimond 4/4 2/2 2/2 1/1 1/1

David Ford 4/4 2/2 2/2 1/1 1/1

Gordon Humphries

2/2 1/1 2/2 — —

Jocelin Harris 4/4 2/2 2/2 1/1 1/1

Margaret Littlejohns 4/4 2/2 2/2 1/1 1/1

Dan Sandhu 4/4 2/2 2/2 1/1 1/1

1. Gordon Humphries resigned on 15 June 2023.

In light of the responsibilities retained by the Board and its committees and of the

responsibilities delegated to the Manager, Shakespeare Martineau LLP and other service

providers, the Company has not appointed a chief executive officer, deputy chair or a senior

independent non-executive director as recommended by the AIC Code. The provisions of the

AIC Code which relate to the division of responsibilities between a chair and a chief executive

officer are, accordingly, not applicable to the Company.

Board committees

The Board has adopted formal terms of reference, which are available to view by writing to

the Company Secretary at the registered office, for four standing committees which make

recommendations to the Board in specific areas.

The Audit Committee comprises Patricia Dimond (Chair), Margaret Littlejohns, David Ford,

Jocelin Harris and Dan Sandhu, all of whom are considered to have sufficient recent and

relevant financial experience to discharge the role, and meets no less than twice a year to

consider, amongst other things, the following:

ș Review the valuation of unquoted investments

ș Monitor the integrity of the Annual and Half-Yearly Reports of the Company and recommend

the accounts to the Board for approval

ș Review the service providers, including the Manager, internal control and risk management

systems

ș Make recommendations to the Board in relation to the appointment of the external auditor

ș Review and monitor the external auditor’s independence

ș Implement and review the Company’s policy on the engagement of the external auditor to

supply non-audit services

In the prior year, the shareholders reappointed Deloitte LLP as the Company’s auditor as

proposed by the Board.

The Audit Committee has performed an assessment of the audit process and the Independent

Auditor’s Report in the Audit Committee Report. The Directors have decided to recommend

the reappointment of Deloitte LLP as auditor and a resolution concerning this will be proposed

at the Annual General Meeting. Blick Rothenberg Limited provides the Company’s taxation

services.

The Management Engagement Committee comprises Margaret Littlejohns (Chair), Patricia

Dimond, David Ford, Jocelin Harris and Dan Sandhu and meets at least annually to review

theappointment and terms of engagement of the Manager and other service providers. The

Board has decided that the entire Board of Directors should fulfil the role of the Management

Engagement Committee due to its size.

The Remuneration Committee comprises Patricia Dimond (Chair), David Ford, Jocelin Harris,

Margaret Littlejohns and Dan Sandhu and meets at least annually to consider the levels of

remuneration of the Directors. More details can be found in the Directors’ Remuneration

Report. The Board has decided that the entire Board of Directors should fulfil the role of the

Remuneration Committee due to its size.

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Governance

Corporate Governance continued

Board committees continued

The Nomination Committee comprises Margaret Littlejohns

(Chair), Patricia Dimond, David Ford, Jocelin Harris and

Dan Sandhu and meets at least annually to consider the

composition and balance of skills, knowledge and experience

of the Board and to make nominations to the Board in the

event of a vacancy. The Board has decided that the entire

Board of Directors should fulfil the role of the Nomination

Committee due to its size.

The Board believes that, as a whole, it has an appropriate

balance of skills, experience and knowledge. The Board also

believes that diversity of experience and approach, including

gender diversity, amongst Board members is important and

it is the Company’s policy to give careful consideration to

issues of Board balance and diversity when making new

appointments. The Board currently comprises two female

and three male Directors. There is no formal diversity policy

in place, however the Board is conscious of the need for

diversity and will consider both male and female candidates

from all ethnic backgrounds when making new appointments.

The Nomination Committee makes recommendations to the

Board on the Company’s succession plans and also considers

the resolutions for the annual re-election of Directors.

Board evaluation

The Board undertakes a formal annual evaluation of its own

performance and that of its committees, as recommended

by the AIC Code. Initially, the evaluation takes the form of

a questionnaire for the Chair and individual Directors. The

Chair then discusses the results with the Board (and its

committees) and following completion of this stage of the

evaluation, the Chair will take appropriate action to address

any issues arising from the process.

Internal controls

The Directors have overall responsibility for the Company’s

system of internal control, which includes service providers,

and for reviewing its effectiveness.

The internal controls system is designed to manage, rather

than eliminate, the risks of failure to achieve the Company’s

business objectives. The system is designed to meet the

particular needs of the Company and the risks to which it is

exposed and by its nature can provide reasonable, but not

absolute, assurance against misstatement or loss.

The Manager has an established system of financial control,

including internal financial controls, to ensure that proper

accounting records are maintained and that financial

information for use within the business and for reporting to

shareholders is accurate and reliable and that the Company’s

assets are safeguarded.

The Manager was appointed as Company Secretary in

2017 with responsibilities relating to the administration of

the non‑financial systems of internal control. All Directors

have access to the advice and services of the officers of the

Company Secretary, who is responsible to the Board for

ensuring that Board procedures and applicable rules and

regulations are complied with.

Pursuant to the terms of its appointment, the Manager

invests the Company’s assets and has physical custody of

documents of title relating to investments.

There is a continuous process for identifying, evaluating

and managing the significant risks faced by the Company,

that has been in place for the year under review and up to

the date of approval of the Annual Report and Accounts,

and this process is regularly reviewed by the Board and

accords with the guidance. The process is based principally

on the Manager’s existing risk-based approach to internal

control whereby a risk register is created that identifies the

key functions carried out by the Manager and other service

providers, the individual activities undertaken within those

functions, the risks associated with each activity and the

controls employed to mitigate those risks. A residual risk

rating is then applied.

The Board is provided with reports highlighting all changes

to the risk ratings confirming the action that has been, or

is being, taken. This process covers consideration of the

key business, operational, compliance and financial risks

facing the Company and includes consideration of the risks

associated with the Company’s arrangements with the

Manager, Shakespeare Martineau LLP and other service

providers.

The Audit Committee has carried out a review of the

effectiveness of the system of internal control, together with

a review of the operational and compliance controls and risk

management, as it operated during the year, and reported

its conclusions to the Board (which was satisfied with the

outcome of the review).

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Governance

Corporate Governance continued

Internal controls continued

Such review procedures have been in place throughout

the full financial year and up to the date of approval of the

accounts, and the Board is satisfied with their effectiveness.

These procedures are designed to manage, rather than

eliminate, risk and, by their nature, can only provide

reasonable, but not absolute, assurance against material

misstatement or loss. The Board monitors the investment

performance of the Company against its objectives at each

Board meeting.

The Board also reviews the Company’s activities since the

last Board meeting to ensure that the Manager adheres to the

agreed investment policy and approved investment guidelines

and, if necessary, approves changes to such policy and

guidelines.

The Board has reviewed the need for an internal audit

function. It has decided that the systems and procedures

employed by the Manager, the Audit Committee and other

third‑party advisers provide sufficient assurance that a sound

system of internal control, which safeguards shareholders’

investments and the Company’s assets, is maintained. In

addition, the Company’s financial statements are audited by

external auditors. The Board has therefore concluded that

it is not necessary to establish an internal audit function at

present but this policy will be kept under review.

UK Stewardship Code

While the Manager supports the aims and objectives of the

FRC’s Stewardship Code, it is not currently a signatory. It is,

however, working to ensure alignment with the Stewardship

Code and will periodically review its position regarding

becoming a signatory in future. A statement to that effect

isnoted on the Manager’s website and can be found at:

www.foresightgroup.eu/stewardship

Relations with shareholders

The Company communicates with shareholders and solicits

their views where it considers it is appropriate to do so.

TheManager hosts regular investor forums for shareholders

and publishes quarterly factsheets, as well as information on

new investments, on the Company’s website.

Individual shareholders are welcomed to the Annual General

Meeting, where they have the opportunity to ask questions

of the Directors, including the Chair, as well as the Chairs

of the Audit, Nomination, Management Engagement and

Remuneration Committees. There is also an open invitation

for shareholders to meet the Manager. For more information

on the Directors’ relations with shareholders please refer

tothe Section 172(1) statement in the Strategic Report on

pages 44 to 45.

Margaret Littlejohns

Chair

15 April 2024

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Governance

Patricia Dimond

Chair of the Audit Committee

Audit Committee

Report

The Audit Committee has identified and considered the

following key areas of risk in relation to the business activities

and financial statements of the Company:

ș Valuation of unquoted investments

ș Existence of unquoted investments

ș Venture Capital Trust status

These issues were discussed with the Manager and the

auditor at the conclusion of the audit of the financial

statements, as explained below:

Valuation of unquoted investments

The Directors have met quarterly to assess the

appropriateness of the estimates and judgements made

by the Manager in the investment valuations. As a VCT, the

Company’s investments are predominantly in unquoted

securities, which are difficult to value and require the

application of skill, knowledge and judgement by the Board

and Audit Committee and the Manager. During the valuation

process the Manager follows the valuation methodologies

for unlisted investments as set out in the IPEV Valuation

Guidelines and appropriate industry valuation benchmarks.

These valuation policies are set out in note 1 of the accounts.

These were then further checked by the auditor and reviewed

and challenged by the Audit Committee. The Manager

confirmed to the Audit Committee that the investment

valuations had been calculated consistently with prior

periods and in accordance with published industry guidelines,

taking account of the latest available information about

investee companies and current market data.

Existence of unquoted investments

For all investments made, both share certificates and

loan stock documentation are held by the Manager in the

Company’s own name and monthly reconciliations are

carried out by the Manager to ensure that valid documents

oftitle are held.

Venture Capital Trust status

Maintaining VCT status and adhering to the tax rules of

Section 274 of ITA 2007 is critical to both the Company and

its shareholders in order to retain its VCT tax benefits.

The Manager confirmed to the Audit Committee that the

conditions for maintaining the Company’s status as an

approved VCT had been met throughout the year. The

Manager seeks legal advice in advance for all qualifying

investments and reviews the Company’s qualifying status

in advance of realisations being made and throughout the

year. The Audit Committee is in regular contact with the

Manager and any potential issues with VCT status would be

discussed at or between formal meetings. In addition, an

external third‑party review of VCT status is conducted by

Shakespeare Martineau LLP on a quarterly basis and this is

reported to the Board, Audit Committee and the Manager.

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Governance

Audit Committee Report continued

FRC review for the year ended 31 December 2022

The FRC carried out a review of the Company’s Annual

Report and accounts for the year ended 31 December 2022

in accordance with Part 2 of the FRC Corporate Reporting

Review Operating Procedures. Based on their review, there

were no questions or queries that they wished to raise with

the Company at this stage. They did, however, detail two

matters in their letter, where they believe that users of the

accounts would benefit from improvements to the existing

reporting. The first matter raised was in relation to the key fair

valuation assumptions disclosed in the Top 10 Investments

section, suggesting this could be expanded for the rest of the

portfolio. The Board and the Manager have considered this

recommendation and agreed to limit this level of detail to the

Top 10. Detail of the fair value assumptions which apply to

the full portfolio are provided in note 1 (k) on page 92, and

this is considered sufficient for the understanding of users of

the financial statements.

The second matter was in relation to note 15 Contingent

Liabilities, which related to the Company’s previous

performance incentive scheme. Under the new performance

incentive scheme there is no contingent liability to be

recognised this year.

The FRC would like to make clear that the review was based

solely on the Annual Report and Accounts and the reviewers

do not benefit from detailed knowledge of the business or

an understanding of the underlying transactions entered

into. It was, however, conducted by staff of the FRC who

have an understanding of the relevant legal and accounting

framework. This letter provides no assurance that the Annual

Report and Accounts were correct in all material respects;

the FRC's role is not to verify the information provided to it,

but to consider compliance with reporting requirements.

Theletter was written on the basis that the FRC (which

includes its officers, employees and agents) accepts no

liability for reliance on it by the Company or any third party,

including, but not limited to, investors and shareholders.

Auditor’s assessment

The Manager and auditor confirmed to the Audit Committee

that they were not aware of any material misstatements.

Having reviewed the reports received from the Manager and

auditor, the Audit Committee is satisfied that the key areas

of risk and judgement have been addressed appropriately in

the financial statements and that the significant assumptions

used in determining the value of assets and liabilities have

been properly appraised and are sufficiently robust. The

Audit Committee considers that Deloitte LLP has carried

out its duties as auditor in a diligent and professional

manner. During the year, the Audit Committee assessed

the effectiveness of the current external audit process by

assessing and discussing specific audit documentation

presented to it in accordance with guidance issued by the

Auditing Practices Board. The audit partner is rotated every

five years, ensuring that objectivity and independence

is not impaired. The current audit partner, Chris Hunter,

assumed responsibility for the audit in 2019 when Deloitte

LLP was appointed as auditor, with its first audit for the year

ended 31 December 2019. Chris will be rotating off after

the completion of this audit. No tender for the audit of the

Company has been undertaken since this date and the Audit

Committee does not intend to put the audit out to tender

during the current financial year. As part of its review of the

continuing appointment of the auditor, the Audit Committee

considers the need to put the audit out to tender, its fees

and independence from the Manager, along with any matters

raised during each audit. Deloitte LLP is not engaged for

non-audit services.

The Audit Committee considered the performance of

the auditor during the year and agreed that Deloitte LLP

continued to provide a good level of service and maintained a

good knowledge of the VCT market, making sure audit quality

continued to be maintained.

The Audit Committee met in March 2023 to review the Annual

Report and Accounts for the year ended 31 December2022

and the Company’s risk register. In September 2023 it

reviewed the Half-Yearly Report, the audit plan for the year

ended 31 December 2023 and the Company’s risk register,

and in March 2024 the Committee reviewed the Annual

Report and Accounts for the year ended 31 December 2023.

Patricia Dimond

Chair of the Audit Committee

15 April 2024

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Governance

Directors’

Remuneration Report

Patricia Dimond

Chair of the Remuneration Committee

Introduction

The Board has prepared this report in accordance with the

requirements of Schedule 8 of the Large and Medium‑sized

Companies and Groups (Accounts and Reports) Regulations

2008. An ordinary resolution to approve this report will

be put to the members at the forthcoming Annual General

Meeting.

The law requires the Company’s auditor, Deloitte LLP, to audit

certain areas of the disclosures provided. Where disclosures

have been audited, they are indicated as such. The auditor’s

opinion is included in the Independent Auditor’s Report.

Annual Statement from the Chair of

theRemuneration Committee

The Board, which is profiled on pages 55 and 56, consists

solely of Non-Executive Directors and considers at least

annually the level of the Directors’ fees.

During the year, remuneration for the Directors was increased

following shareholder approval of the remuneration policy

and Remuneration Report at the Annual General Meeting.

In November 2023, the Committee concluded, following

a review of the level of Directors’ fees, there would be

an increase of 3.6% to the base fee of Directors effective

1January 2024. This followed a 3.4% increase in the base fee

of Directors, effective 1 July 2022, agreed by the Committee

in March 2022, and a 2.5% increase in the base fee of

Directors, effective 1 January 2023, agreed by the Committee

in November 2022.

Consideration by the Directors of matters relating

to Directors’ remuneration

The Remuneration Committee comprises five Directors:

Patricia Dimond (Chair), Margaret Littlejohns, David Ford,

Jocelin Harris and Dan Sandhu.

The Remuneration Committee meets at least annually

to consider the levels of remuneration of the Directors,

specifically reflecting the time commitment and

responsibilities of the role.

The Remuneration Committee also undertakes external

comparisons and reviews to ensure that the levels of

remuneration paid are broadly in line with industry standards

and members have access to independent advice where they

consider it appropriate. During the year neither the Board

nor the Remuneration Committee has been provided with

external advice or services by any person, but has received

industry comparison information from the Manager and

industry research carried out by third parties in respect of

Directors’ remuneration.

The remuneration policy set by the Board is described on

the following page. Individual remuneration packages are

determined by the Remuneration Committee within the

framework of this policy.

The Remuneration Committee recommends to the Board

a base fee for Non-Executive Directors which is increased

by agreed percentages for chairing the Board and each

committee.

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Governance

Directors’ Remuneration Report continued

Remuneration policy

The Board’s policy is that the remuneration of Non‑Executive Directors should reflect time

spent and the responsibilities borne by the Directors for the Company’s affairs and should be

sufficient to enable candidates of high calibre to be recruited. The levels of Directors’ fees paid

by the Company for the year ended 31 December 2023 were agreed during 2022.

In light of the Directors’ non-executive status, it is considered appropriate that no aspect of

Directors’ remuneration should be performance related and Directors are not eligible for

bonuses or other benefits.

The Company’s policy is to pay the Directors monthly in arrears, to the Directors personally (or

to a third party if requested by any Director, although no such request has been made).

None of the Directors have a service contract but, under letters of appointment dated

24November 2022, they may resign at any time. There are no set minimum notice periods

andno compensation is payable to Directors on leaving office.

As the Directors are not appointed for a fixed length of time, there is no unexpired term to their

appointment but all Directors retire every year and may seek re-election.

The above remuneration policy was last approved by shareholders at the Annual General

Meeting on 15 June 2023 and it is the intention of the Board that the above remuneration policy

will continue in effect immediately for a period of three years from that date unless renewed,

varied or revoked in a general meeting.

Shareholders’ views in respect of Directors’ remuneration may be communicated at the

Company’s Annual General Meeting and are taken into account in formulating the Directors’

remuneration policy. At the last Annual General Meeting, 97.0% of shareholders voted in favour

of the resolution approving the Directors’ Remuneration Report, showing significant shareholder

support.

Please refer to page 72 for the Directors’ remuneration tables.

Retirement by rotation

All Directors retire and may offer themselves for re‑election every year.

Details of individual emoluments and compensation

The emoluments in respect of qualifying services of each person who served as a Director

during the year are shown on page 72. No Director has waived or agreed to waive any

emoluments from the Company in either the current or previous year.

No other remuneration was paid or payable by the Company during the current or previous

year, nor were any expenses claimed by or paid to them other than for expenses incurred

wholly, necessarily and exclusively in furtherance of their duties as Directors of the Company.

The Company’s Articles of Association do not set an annual limit on the level of Directors’ fees

but fees must be considered within the wider remuneration policy noted above.

Directors’ liability insurance is held by the Company in respect of the Directors.

Share Price Total Return

The graph below charts the total shareholder return to 31 December 2023, on the hypothetical

value of £100 invested on 1 January 2019. The return is compared to the total shareholder

return on a notional investment of £100 in the AIC VCT Generalist sector.

140

130

150

160

Share Price Total Return (pence)

31 December

2018

31 December

2019

31 December

2020

31 December

2021

31 December

2023

31 December

2022

Foresight VCT plc Share Price Total Return AIC VCT Generalist sector Share Price Total Return

100

110

120

NAV Total Return (p)

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Governance

Directors’ Remuneration Report continued

Directors

The Directors who held office during the year or up to the date of signing the Annual Report and their interests in the issued shares of 1p each of the Company were as follows:

31 December

2023

Shares (audited)

31 December

2022

Shares (audited)

Margaret Littlejohns (Chair) 86,255 51,181

Patricia Dimond

78,033 26,044

David Ford

58,513 —

Jocelin Harris 85,400 77,294

Gordon Humphries

— 32,863

Dan Sandhu

23,337 —

1. Includes 25,784 shares which were held by Jon Gudelis, husband of Patricia Dimond.

2. David Ford and Dan Sandhu appointed on 1 January 2023.

3. Gordon Humphries resigned on 15 June 2023.

All the Directors’ share interests shown above were held beneficially.

In accordance with the UK Corporate Governance Code and the Board’s policy, Ms Dimond, Mr Ford, Mr Harris, Ms Littlejohns and Mr Sandhu retire annually and, being eligible, offer themselves for

re-election, other than Mr Harris who will not be standing for re-election this year. Biographical notes on the Directors are given on pages 55 and 56.

The Board believes that Ms Dimond’s, Mr Ford's, Ms Littlejohns’s and Mr Sandhu’s skills, experience and knowledge continue to complement each other and benefit the Company and recommends

their re-election to the Board. None of the Directors has a contract of service with the Company.

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Governance

Directors’ Remuneration Report continued

Audited information

The information below has been audited. See the Independent Auditor’s Report on page 76.

Directors’ fees

year ended

31 December

2023

(£)

Directors’ taxable

benefits

year

ended

31 December

2023

(£)

Total

remuneration

year ended

31 December

2023

(£)

Total

remuneration

year ended

31 December

2022

(£)

Margaret Littlejohns (Chair) 35,300 — 35,300 33,825

Patricia Dimond 29,264 — 29,264 25,075

David Ford 26,100 — 26,100 —

Jocelin Harris 26,100 — 26,100 25,075

Gordon Humphries

14,641 3,459 18,100 34,513

Dan Sandhu 26,100 — 26,100 —

Total 157,505 3,459 160,964 118,488

1. Relates to expenses incurred for attending meetings at the Company’s principal place of business.

2. Gordon Humphries retired from the Board on 15 June 2023.

The Directors are not eligible for pension benefits, share options or long‑term incentive schemes. Directors’ fees are reviewed annually and fees were last increased on 1 January 2023 after

consideration of fees paid to other VCT directors and available independent research.

Votes cast For and Against the Directors’ Remuneration Report for the year ended 31 December 2022:

Shares and percentage of votes cast

For

Shares and percentage of votes cast

Against

Number of

votes withheld

97.0% 3.0%

11,724,492 votes 358,344 votes 227,534 votes

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Governance

Directors’ Remuneration Report continued

Audited information continued

In accordance with Companies Act 2006 legislation, the table below sets out the relative importance of spend on pay when compared to distributions to shareholders in the form of dividends and

share buybacks.

Year ended

31 December

2023

Year ended

31 December

2022

Dividends £20,531,000 £18,817,000

Share buybacks £5,369,000 £8,980,000

Total shareholder distributions £25,900,000 £27,797,000

Directors’ fees excluding employer’s National Insurance contributions £157,505 £114,550

Directors’ fees % of shareholder distributions 0.6% 0.4%

Approval of report

An ordinary resolution for the approval of this Directors’ Remuneration Report will be put to shareholders at the forthcoming Annual General Meeting. In addition to this, Resolution 3, which is

seeking shareholder approval for the Directors’ remuneration policy, will, if approved, take effect from the Annual General Meeting and will be valid for a period of three years unless renewed,

varied or revoked by the Company at a general meeting.

This Directors’ Remuneration Report was approved by the Board on 15 April 2024 and is signed on its behalf by Patricia Dimond (Director).

On behalf of the Board

Patricia Dimond

Chair of the Remuneration Committee

15 April 2024

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Governance

Statement of Directors’ Responsibilities

Statement of Directors’ responsibilities in respect

ofthe Annual Report and Accounts

The Directors are responsible for preparing the Annual

Report and Accounts in accordance with applicable law

andregulations.

Company law requires the Directors to prepare financial

statements for each financial year. Under that law they

have elected to prepare the financial statements in

accordance with UK Accounting Standards including FRS 102,

TheFinancial Reporting Standard applicable in the UK and

Republic of Ireland.

Under company law the Directors must not approve the

financial statements unless they are satisfied that they give

atrue and fair view of the state of affairs of the Company and

of its profit or loss for that period. In preparing these financial

statements, the Directors are required to:

ș Select suitable accounting policies and then apply them

consistently

ș Make judgements and estimates that are reasonable

ș State whether applicable UK Accounting Standards

have been followed, subject to any material departures

disclosed and explained in the financial statements

ș Assess the Company’s ability to continue as a going

concern, disclosing, as applicable, matters related to

goingconcern

ș Use the going concern basis of accounting unless they

either intend to liquidate the Company or to cease

operations, or have no realistic alternative but to do so

The Directors are responsible for keeping adequate

accounting records that are sufficient to show and explain

the Company’s transactions and disclose with reasonable

accuracy at any time the financial position of the Company

and enable them to ensure that its financial statements

comply with the Companies Act 2006. They are responsible

for such internal control as they determine is necessary

to enable the preparation of financial statements that are

free from material misstatement, whether due to fraud or

error, and have general responsibility for taking such steps

as are reasonably open to them to safeguard the assets of

the Company and to prevent and detect fraud and other

irregularities.

Under applicable law and regulations, the Directors are

also responsible for preparing a Strategic Report, Directors’

Report, Directors’ Remuneration Report and Corporate

Governance Statement that complies with that law and those

regulations.

The Directors are responsible for the maintenance and

integrity of the corporate and financial information included

on the Company’s website. Legislation in the UK governing

the preparation and dissemination of financial statements

may differ from legislation in other jurisdictions.

Statement of the Directors in respect of

theAnnualReport

We confirm that to the best of our knowledge:

ș The financial statements, prepared in accordance with the

applicable set of accounting standards, give a true and fair

view of the assets, liabilities, financial position and profit or

loss of the Company

ș The Directors’ Report and the Strategic Report include a

fair review of the development and performance of the

business and the position of the issuer, together with a

description of the principal risks and uncertainties that

they face

We consider the Annual Report and Accounts, taken as a

whole, are fair, balanced and understandable and provide

the information necessary for shareholders to assess the

Company’s position and performance, business model and

strategy.

On behalf of the Board

Margaret Littlejohns

Chair

15 April 2024

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Governance

Financial Statements

What’s in this section

Independent Auditor’s Report 76

Income Statement 83

Reconciliation of Movements in Shareholders’ Funds 84

Balance Sheet 86

Cash Flow Statement 87

Notes to the Accounts 89

Notice of Annual General Meeting 107

C Shares Dividend History and NAV Total Return 111

Glossary of Terms 112

Financial Conduct Authority 113

Shareholder Information 114

Additional Information 115

Corporate Information 116

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Report on the audit of the financial statements

1. Opinion

In our opinion the financial statements of Foresight VCT PLC (the “Company”):

ș give a true and fair view of the state of the Company’s affairs as at 31 December 2023 and

of its return for the year then ended;

ș have been properly prepared in accordance with United Kingdom Generally Accepted

Accounting Practice, including Financial Reporting Standard 102 “The Financial Reporting

Standard applicable in the UK and Republic of Ireland”; and

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

We have audited the financial statements which comprise:

ș the Income Statement;

ș the Balance Sheet;

ș the Reconciliation of Movements in Shareholders' Funds;

ș the Cash Flow Statement; and

ș the related notes 1 to 20.

The financial reporting framework that has been applied in their preparation is applicable law

and United Kingdom Accounting Standards, including Financial Reporting Standard 102 “The

Financial Reporting Standard applicable in the UK and Republic of Ireland” (United Kingdom

Generally Accepted Accounting Practice).

2. Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK))

and applicable law. Our responsibilities under those standards are further described in the

auditor’s responsibilities for the audit of the financial statements section of our report.

We are independent of the Company in accordance with the ethical requirements that are

relevant to our audit of the financial statements in the UK, including the Financial Reporting

Council’s (the ‘FRC’s’) Ethical Standard as applied to listed public interest entities, and we have

fulfilled our other ethical responsibilities in accordance with these requirements. We confirm

that we have not provided any non-audit services prohibited by the FRC’s Ethical Standard to

the Company.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a

basis for our opinion.

3. Summary of our audit approach

Key audit matters

The key audit matter that we identified in the current year was the

valuation of unquoted investments.

Within this report, key audit matters are identified as follows:

Newly identified

Increased level of risk

Similar level of risk

Decreased level of risk

Materiality The materiality that we used in the current year was £4.38m,

which was determined on the basis of 2% of the Net Asset Value

of the Company at year end.

Scoping Audit work to respond to the risks of material misstatement was

performed directly by the engagement team.

Significant changes

in our approach

There were no significant changes to our audit approach in the

current year.

4. Conclusions relating to going concern

In auditing the financial statements, we have concluded that the Directors’ use of the going

concern basis of accounting in the preparation of the financial statements is appropriate.

Our evaluation of the Directors’ assessment of the Company’s ability to continue to adopt the

going concern basis of accounting included:

ș Considering as part of our risk assessment the nature of the Company, its business model

and related risks including where relevant the impact of the evolving economic landscape,

the requirements of the applicable financial reporting framework and the system of internal

control.

ș Challenging the underlying data and key assumptions through assessing the forecasted cash

flows and the impact of external market forces, and evaluating the Directors’ plans for future

actions in relation to their going concern assessment.

ș Assessing the relevant disclosures about whether the Directors considered it appropriate to

adopt the going concern basis of accounting in preparing the financial statements.

Independent Auditor’s Report

To the members of Foresight VCT plc

Financial Statements

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Independent Auditor’s Report continued

To the members of Foresight VCT plc

5.1. Valuation of unquoted investments

Key audit matter

description

The Company holds unquoted investments of £171.35m

representing 78.2% of the entity’s net assets (2022: £169.78m,

88.6%).

The valuation of the investments held by the Company, due to

materiality in the context of the financial statements as a whole,

is considered to be one of the areas which has the greatest

effect on our overall audit strategy and allocation of resources

in planning and completing our audit. The unquoted investments

are valued in line with the International Private Equity and Venture

Capital Valuation ("IPEV") Guidelines and carry a higher degree

of judgement. We have identified current economic conditions

as being a factor potentially impacting the valuation of certain

investments. Specifically, factors such as supply chain, energy

prices and the volatile inflationary environment may result

in increased risk over the valuation of certain investments.

Therefore, we have pinpointed the key audit matter to the

valuation of unquoted investments which have been particularly

impacted by one or more of these factors. Other factors

considered in our scoping of investments was the size and change

in value of investment compared to prior year, the trends in

company performance over past years and the complexity of the

valuation method.

Refer to note 1b to the financial statements for the accounting

policy on unquoted investments and details of the investments are

disclosed in note 8 to the financial statements. Critical accounting

judgements and key sources of estimation uncertainty is disclosed

in note 1k. The valuation of investment risk is included within the

Audit Committee report on page 67 and 68.

4. Conclusions relating to going concern continued

Based on the work we have performed, we have not identified any material uncertainties

relating to events or conditions that, individually or collectively, may cast significant doubt on

the Company’s ability to continue as a going concern for a period of at least 12 months from

when the financial statements are authorised for issue.

In relation to the reporting on how the Company has applied the UK Corporate Governance

Code, we have nothing material to add or draw attention to in relation to the Directors’

statement in the financial statements about whether the Director considered it appropriate to

adopt the going concern basis of accounting.

Our responsibilities and the responsibilities of the Directors with respect to going concern are

described in the relevant sections of this report.

5. Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most

significance in our audit of the financial statements of the current period and include the

most significant assessed risks of material misstatement (whether or not due to fraud) that we

identified. These matters included those which had the greatest effect on: the overall audit

strategy, the allocation of resources in the audit; and directing the efforts of the engagement

team.

These matters were addressed in the context of our audit of the financial statements as a

whole, and in forming our opinion thereon, and we do not provide a separate opinion on

thesematters.

Financial Statements

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Independent Auditor’s Report continued

To the members of Foresight VCT plc

6. Our application of materiality

6.1. Materiality

We define materiality as the magnitude of misstatement in the financial statements that makes

it probable that the economic decisions of a reasonably knowledgeable person would be

changed or influenced. We use materiality both in planning the scope of our audit work and in

evaluating the results of our work.

Based on our professional judgement, we determined materiality for the financial statements as

a whole as follows:

Materiality

£4.38m (2022: £3.75m)

Basis for

determining

materiality

2% (2022: 2%) of net

assetvalue.

Rationale

for the

benchmark

applied

Net asset value is the

primary measure used

by the shareholders

in assessing the

performance of

the Company as an

investmententity.

6.2. Performance materiality

We set performance materiality at a level lower than materiality to reduce the probability

that, in aggregate, uncorrected and undetected misstatements exceed the materiality for the

financial statements as a whole. Performance materiality was set at 70% of materiality for the

2023 audit (2022: 70%). In determining performance materiality, we considered the quality of

the Company’s overall control environment and management’s willingness to correct identified

errors in previous audits.

6.3. Error reporting threshold

We agreed with the Audit Committee that we would report to the Committee all audit

differences in excess of £219k (2022: £187k), as well as differences below that threshold that,

in our view, warranted reporting on qualitative grounds. We also report to the Audit Committee

on disclosure matters that we identified when assessing the overall presentation of the financial

statements.

How the scope of our

audit responded to the

key audit matter

We have performed the following testing procedures to address

the key audit matter:

ș Tested the relevant controls in place over the valuation of

unquoted investments;

ș Assessed the valuation methodology applied for compliance

with the IPEV Guidelines and assessed the assumptions

adopted, enquired and challenged the assumptions

where appropriate;

ș Tested the judgemental inputs around maintainable

Revenue/EBITDA against management accounts and

performed back testing of management estimates against

latest financial information and historical performance where

available, to assess and evaluate the appropriateness of the

assumption on those inputs;

ș Challenged any adjustments made in relation to the impact

of inflation and other market risks on the performance of the

investee companies, scrutinising cash position and forecasts

as relevant;

ș Assessed the suitability and accuracy of the multiple from a

basket of comparable transactions/quoted companies;

ș Tested unquoted investee company data (e.g. financial

information and capital structures) to supporting

documentation; and

ș Assessed whether any critical judgement or sources of

estimation uncertainty are applied and appropriately

disclosed.

Key observations

Based on our testing, we concluded that the valuation of the

unquoted investments is reasonable.

5.1. Valuation of unquoted investments continued

NAV Materiality

Nav

£219.2m

Materiality

£4.38m

Audit

Committee

reporting

threshold

£219k

Financial Statements

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Independent Auditor’s Report continued

To the members of Foresight VCT plc

8. Other information

The other information comprises the information included in the Annual Report, other than the

financial statements and our auditor’s report thereon. The Directors are responsible for the

other information contained within the Annual Report.

Our opinion on the financial statements does not cover the other information and, except to

the extent otherwise explicitly stated in our report, we do not express any form of assurance

conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other

information is materially inconsistent with the financial statements or our knowledge obtained in

the course of the audit, or otherwise appears to be materially misstated.

If we identify such material inconsistencies or apparent material misstatements, we are required

to determine whether this gives rise to a material misstatement in the financial statements

themselves. If, based on the work we have performed, we conclude that there is a material

misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

9. Responsibilities of Directors

As explained more fully in the Directors’ responsibilities statement, the Directors are

responsible for the preparation of the financial statements and for being satisfied that they

give a true and fair view, and for such internal control as the Directors determine is necessary

to enable the preparation of financial statements that are free from material misstatement,

whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Company’s

ability to continue as a going concern, disclosing as applicable, matters related to going

concern and using the going concern basis of accounting unless the Directors either intend to

liquidate the Company or to cease operations, or have no realistic alternative but to do so.

7. An overview of the scope of our audit

7.1. Scoping

Our audit was scoped by obtaining an understanding of the entity and its environment, including

internal control, and assessing the risks of material misstatement. Audit work to respond to the

risks of material misstatement was performed directly by the audit engagement team.

7.2. Our consideration of the control environment

The investment management and accounting and reporting operations were undertaken

by the Manager, the safeguarding of assets resides with the Manager. We have obtained an

understanding of the Manager’s systems of internal control and reviewed the Manager’s

controls report. In the current year, we took a controls reliance strategy over the valuation of

unquoted investments. This consisted of testing the relevant controls over the review, challenge

and approval of the unquoted investment valuation.

7.3 Our consideration of climate-related risks

As part of our risk assessment, we have considered the potential impact of climate change

on the Company's business and its financial statements. We obtained an understanding of the

process for identifying climate-related risks, the processes and controls in place, as well as the

determination of any mitigating actions.

The Company continues to develop its assessment of the potential impact of environmental,

social and governance (“ESG”) related risks, including climate change. As outlined in the

Strategic Report on page 46, the Board considers climate change to be an emerging risk within

the business. As part of our assessment of our key audit matter, we considered whether there

was a heightened element of climate risk in relation to the key judgements in the valuation of

unquoted investments.

Details of the Board’s climate change considerations are provided in the Climate Change

Statement in the Responsible Investment section on page 48. We have assessed whether the

risks identified by the entity are consistent with our understanding of the business and read the

disclosures in the Annual Report to consider whether they are materially consistent with note 1k

of the financial statements and our knowledge obtained in the audit.

Financial Statements

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Independent Auditor’s Report continued

To the members of Foresight VCT plc

11.1. Identifying and assessing potential risks related to irregularities

In identifying and assessing risks of material misstatement in respect of irregularities, including

fraud and non-compliance with laws and regulations, we considered the following:

ș the nature of the industry and sector, control environment and business performance

including the design of the Company’s remuneration policies, key drivers for Directors’

remuneration, bonus levels and performance targets;

ș results of our enquiries of management and the Audit Committee about their own

identification and assessment of the risks of irregularities including those that are specific to

the Company’s sector;

ș any matters we identified having obtained and reviewed the Company’s documentation of

their policies and procedures relating to:

ș identifying, evaluating and complying with laws and regulations and whether they were

aware of any instances of non-compliance;

ș detecting and responding to the risks of fraud and whether they have knowledge of any

actual, suspected or alleged fraud;

ș the internal controls established to mitigate risks of fraud or non-compliance with laws

and regulations;

ș the matters discussed among the audit engagement team regarding how and where fraud

might occur in the financial statements and any potential indicators of fraud.

As a result of these procedures, we considered the opportunities and incentives that may exist

within the organisation for fraud and identified the greatest potential for fraud in the valuation

of unquoted investments. In common with all audits under ISAs (UK), we are also required to

perform specific procedures to respond to the risk of management override.

We also obtained an understanding of the legal and regulatory framework that the Company

operates in, focusing on provisions of those laws and regulations that had a direct effect on the

determination of material amounts and disclosures in the financial statements. The key laws and

regulations we considered in this context included the UK Companies Act, Financial Conduct

Authority ("FCA") and Listing Rules.

In addition, we considered provisions of other laws and regulations that do not have a direct

effect on the financial statements but compliance with which may be fundamental to the

Company’s ability to operate or to avoid a material penalty. These included the Company’s

compliance with VCT regulations.

10. Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as

a whole are free from material misstatement, whether due to fraud or error, and to issue an

Auditor’s Report that includes our opinion. Reasonable assurance is a high level of assurance,

but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect

a material misstatement when it exists. Misstatements can arise from fraud or error and are

considered material if, individually or in the aggregate, they could reasonably be expected to

influence the economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located

on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of

our Auditor’s Report.

11. Extent to which the audit was considered capable of detecting irregularities,

including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations.

We design procedures in line with our responsibilities, outlined above, to detect material

misstatements in respect of irregularities, including fraud. The extent to which our procedures

are capable of detecting irregularities, including fraud is detailed below.

Financial Statements

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Independent Auditor’s Report continued

To the members of Foresight VCT plc

Report on other legal and regulatory requirements

12. Opinions on other matters prescribed by the Companies Act 2006

In our opinion the part of the Directors’ Remuneration Report to be audited has been properly

prepared in accordance with the Companies Act 2006.

In our opinion, based on the work undertaken in the course of the audit:

ș the information given in the Strategic Report and the Directors’ Report for the financial

year for which the financial statements are prepared is consistent with the financial

statements;and

ș the Strategic Report and the Directors’ Report have been prepared in accordance with

applicable legal requirements.

In the light of the knowledge and understanding of the Company and its environment obtained

in the course of the audit, we have not identified any material misstatements in the Strategic

Report or the Directors’ Report.

13. Corporate Governance Statement

The Listing Rules require us to review the Directors' statement in relation to going concern,

longer-term viability and that part of the Corporate Governance Statement relating to the

Company’s compliance with the provisions of the UK Corporate Governance Code specified

forour review.

Based on the work undertaken as part of our audit, we have concluded that each of the

following elements of the Corporate Governance Statement is materially consistent with the

financial statements and our knowledge obtained during the audit:

ș the Directors’ statement with regards to the appropriateness of adopting the going concern

basis of accounting and any material uncertainties identified set out on page 60;

ș the Directors’ explanation as to its assessment of the Company’s prospects, the period this

assessment covers and why the period is appropriate set out on page 53;

ș the Directors' statement on fair, balanced and understandable set out on page 74;

ș the Board's confirmation that it has carried out a robust assessment of the emerging and

principal risks set out on pages 50 to 52;

ș the section of the Annual Report that describes the review of effectiveness of risk

management and internal control systems set out on pages 65 to 66; and

ș the section describing the work of the Audit Committee set out on pages 67 and 68.

11.2. Audit response to risks identified

As a result of performing the above, we identified the valuation of unquoted investments

as a key audit matter related to the potential risk of fraud. The key audit matters section of

our report explains the matter in more detail and also describes the specific procedures we

performed in response to that key audit matter.

In addition to the above, our procedures to respond to risks identified included the following:

ș reviewing the financial statement disclosures and testing to supporting documentation to

assess compliance with provisions of relevant laws and regulations described as having a

direct effect on the financial statements;

ș enquiring of management and the Audit Committee concerning actual and potential litigation

and claims;

ș performing analytical procedures to identify any unusual or unexpected relationships that

may indicate risks of material misstatement due to fraud;

ș reading minutes of meetings of those charged with governance, and reviewing

correspondence with HMRC and the FCA; and

ș in addressing the risk of fraud through management override of controls, testing the

appropriateness of journal entries and other adjustments; assessing whether the judgements

made in making accounting estimates are indicative of a potential bias; and evaluating the

business rationale of any significant transactions that are unusual or outside the normal

course of business.

We also communicated relevant identified laws and regulations and potential fraud risks to all

engagement team members and remained alert to any indications of fraud or non-compliance

with laws and regulations throughout the audit.

Financial Statements

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Independent Auditor’s Report continued

To the members of Foresight VCT plc

14. Matters on which we are required to report by exception

14.1. Adequacy of explanations received and accounting records

Under the Companies Act 2006 we are required to report to you if, in our opinion:

ș we have not received all the information and explanations we require for our audit; or

ș adequate accounting records have not been kept, or returns adequate for our audit have not

been received from branches not visited by us; or

ș the financial statements are not in agreement with the accounting records and returns.

We have nothing to report in respect of these matters.

14.2. Directors’ remuneration

Under the Companies Act 2006 we are also required to report if in our opinion certain

disclosures of Directors’ remuneration have not been made or the part of the Directors'

Remuneration Report to be audited is not in agreement with the accounting records and returns.

We have nothing to report in respect of these matters.

15. Other matters which we are required to address

15.1. Auditor tenure

Following the recommendation of the Audit Committee, we were appointed by the Board

of Directors on 30 August 2019 to audit the financial statements for the year ended

31December2019 and subsequent financial periods. The period of total uninterrupted

engagement including previous renewals and reappointments of the firm is five years, covering

theyears ended 31December 2019 to 31 December 2023.

15.2. Consistency of the Audit Report with the additional report to the

AuditCommittee

Our audit opinion is consistent with the additional report to the Audit Committee we are

required to provide in accordance with ISAs (UK).

16. Use of our report

This report is made solely to the Company’s members, as a body, in accordance with Chapter

3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might

state to the Company’s members those matters we are required to state to them in an auditor’s

report and for no other purpose. To the fullest extent permitted by law, we do not accept or

assume responsibility to anyone other than the Company and the Company’s members as a

body, for our audit work, for this report, or for the opinions we have formed.

Chris Hunter CA (Senior statutory auditor)

For and on behalf of Deloitte LLP

Statutory Auditor

Aberdeen, United Kingdom

15 April 2024

Financial Statements

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Income Statement

For the year ended 31 December 2023

Year ended 31 December 2023 Year ended 31 December 2022

Notes

Revenue

£’000

Capital

£’000

Total

£’000

Revenue

£’000

Capital

£’000

Total

£’000

Realised gains on investments 8 — 14,573 14,573 — 13,207 13,207

Investment holding gains 8 — 2,833 2,833 — 2,138 2,138

Income 2 5,372 — 5,372 1,536 — 1,536

Investment management fees 3 (1,004) (4,481) (5,485) (949) (2,550) (3,499)

Other expenses 4 (817) — (817) (680) — (680)

Return/(loss) on ordinary activities before taxation 3,551 12,925 16,476 (93) 12,795 12,702

Taxation 5 (476) 476 — — — —

Return/(loss) on ordinary activities after taxation 3,075 13,401 16,476 (93) 12,795 12,702

Return/(loss) per share 7 1.3p 5.6p 6.9p (0.1)p 5.9p 5.8p

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 Income Statement are derived from continuing operations. No operations were acquired or discontinued in the year.

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 Income Statement 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 89 to 106 form part of these financial statements.

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Financial Statements

Reconciliation of Movements in Shareholders’ Funds

Year ended 31 December 2023 Notes

Called-up

share capital

£’000

premium

account

£’000

Capital

redemption

reserve

£’000

Distributable

reserve

£’000

Capital

reserve

£’000

Revaluation

reserve

£’000

Total

£’000

As at 1 January 2023 2,192 56,380 1,195 47,701 16,602 67,659 191,729

Share issues in the year

11 428 37,827 — — — — 38,255

Expenses in relation to share issues

— (1,441) — — — — (1,441)

Repurchase of shares 11 (68) — 68 (5,369) — — (5,369)

Realised gains on disposal of investments 8 — — — — 14,573 — 14,573

Investment holding gains 8 — — — — — 2,833 2,833

Dividends paid 6 — — — (20,531) — — (20,531)

Management fees charged to capital 3 — — — — (4,481) — (4,481)

Revenue return before taxation for the year — — — 3,551 — — 3,551

Taxation for the year — — — (476) 476 — —

As at 31 December 2023 2,552 92,766 1,263 24,876 27,170 70,492 219,119

1. Reserve is available for distribution; total distributable reserves at 31 December 2023 total £52,046,000 (2022: £64,303,000).

2. Includes the dividend reinvestment scheme.

3. Expenses in relation to share issues includes trail commission for prior years’ fundraising.

The notes on pages 89 to 106 form part of these financial statements.

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Financial Statements

Reconciliation of Movements in Shareholders’ Funds continued

Year ended 31 December 2022 Notes

Called-up

share capital

£’000

premium

account

£’000

Capital

redemption

reserve

£’000

Distributable

reserve

£’000

Capital

reserve

£’000

Revaluation

reserve

£’000

Total

£’000

As at 1 January 2022 2,056 34,954 1,081 75,591 5,945 65,521 185,148

Share issues in the year

11 250 22,084 — — — — 22,334

Expenses in relation to share issues

— (658) — — — — (658)

Repurchase of shares 11 (114) — 114 (8,980) — — (8,980)

Realised gains on disposal of investments 8 — — — — 13,207 — 13,207

Investment holding gains 8 — — — — — 2,138 2,138

Dividends paid 6 — — — (18,817) — — (18,817)

Management fees charged to capital 3 — — — — (2,550) — (2,550)

Revenue loss for the year — — — (93) — — (93)

As at 31 December 2022 2,192 56,380 1,195 47,701 16,602 67,659 191,729

1. Reserve is available for distribution; total distributable reserves at 31 December 2023 total £52,046,000 (2022: £64,303,000).

2. Includes the dividend reinvestment scheme.

3. Expenses in relation to share issues includes trail commission for prior years’ fundraising.

The notes on pages 89 to 106 form part of these financial statements.

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Financial Statements

Balance Sheet

At 31 December 2023

The notes on pages 89 to 106 form part of these financial statements.

Notes

As at

31 December

2023

£’000

As at

31 December

2022

£’000

Fixed assets

Investments held at fair value through

profitor loss 8 171,348 169,775

Current assets

Debtors 9 3,510 3,037

Cash and cash equivalents 46,200 19,525

49,710 22,562

Creditors

Amounts falling due within one year 10 (1,939) (608)

Net current assets 47,771 21,954

Net assets 219,119 191,729

Notes

As at

31 December

2023

£’000

As at

31 December

2022

£’000

Capital and reserves

Called-up share capital 11 2,552 2,192

Share premium account 92,766 56,380

Capital redemption reserve 1,263 1,195

Distributable reserve 24,876 47,701

Capital reserve 27,170 16,602

Revaluation reserve 70,492 67,659

Equity shareholders’ funds 219,119 191,729

Net Asset Value per share 12 85.9p 87.5p

The financial statements were approved by the Board of Directors and authorised for issue on

15 April 2024 and were signed on its behalf by:

Margaret Littlejohns

Chair

15 April 2024

Registered number: 03421340

Financial Statements

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Cash Flow Statement

For the year ended 31 December 2023

The notes on pages 89 to 106 form part of these financial statements.

Notes

Year ended

31 December

2023

£’000

Year ended

31 December

2022

£’000

Cash flow from operating activities

Loan interest received from investments 2 2,212 1,249

Dividends received from investments 2 1,525 132

Other income received from investments 2 284 —

Deposit and similar interest received 2 1,326 220

Investment management fees paid 3 (4,014) (3,789)

Secretarial fees paid 4 (130) (130)

Other cash payments 4 (631) (457)

Net cash inflow/(outflow) from operating activities 572 (2,775)

Cash flow from investing activities

Purchase of investments 8 (19,352) (11,051)

Proceeds on sale of investments 8 33,566 21,922

Proceeds on deferred consideration 8 1,171 266

Net cash inflow from investing activities 15,385 11,137

Cash flow from financing activities

Proceeds of fundraising 33,547 18,531

Expenses of fundraising (599) (473)

Repurchase of own shares (5,755) (9,234)

Equity dividends paid 6 (16,475) (15,182)

Net cash inflow/(outflow) from financing activities 10,718 (6,358)

Net inflow of cash in the year 26,675 2,004

Financial Statements

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Cash Flow Statement continued

For the year ended 31 December 2023

Notes

Year ended

31 December

2023

£’000

Year ended

31 December

2022

£’000

Reconciliation of net cash flow to movement in net funds

Increase in cash and cash equivalents for the year

26,675 2,004

Net cash and cash equivalents at start of year

19,525 17,521

Net cash and cash equivalents at end of year

46,200 19,525

Analysis of changes in net debt

1 January

2023

£’000

Cash flow

£’000

31 December

2023

£’000

Cash and cash equivalents 19,525 26,675 46,200

The notes on pages 89 to 106 form part of these financial statements.

Financial Statements

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Notes to the Accounts

For the year ended 31 December 2023

Going concern

The Company’s business activities, together with the factors likely to affect its future

development, performance and position, are set out in the Strategic Report.

The financial position of the Company, its cash flows, liquidity position and borrowing facilities

are referred to in the Chair’s Statement, Strategic Report and Notes to the Accounts. In addition,

the Annual Report and Accounts include the Company’s objectives, policies and processes for

managing its capital; its financial risk management objectives; details of its financial instruments

and hedging activities; and its exposures to credit risk and liquidity risk.

The Company has sufficient financial resources together with investments and income

generated therefrom across a variety of industries and sectors.

Cash flow projections have been reviewed and show that the Company has sufficient funds

to meet both its contracted expenditure and its discretionary cash outflows in the form of

share buybacks and dividends. The Company has no loan finance in place and therefore is

notexposed to any gearing covenants, although its underlying investments may have external

loan finance.

The Directors have considered the global geopolitical conflicts, the difficult economic outlook,

inflationary pressures and Brexit in their assessment of going concern and have reasonable

expectation that the Company has adequate resources to continue in operational existence for

the foreseeable future, being at least 12 months from the date of approval of these financial

statements. Thus they continue to adopt the going concern basis of accounting in preparing the

annual financial statements.

b) Assets held at fair value through profit or loss – investments

All investments held by the Company are classified as “fair value through profit or loss”.

TheBoard values investments in accordance with the International Private Equity and Venture

Capital (“IPEV”) Valuation Guidelines, as updated in December 2022, including COVID-19

guidance in March 2020. This classification is followed as the Company’s business is to invest

infinancial assets with a view to profiting from the total return in the form of capital growth

and income.

Purchases and sales of unlisted investments are recognised when the contract for acquisition

orsale becomes unconditional.

1 Accounting policies

Foresight VCT plc is a public limited company incorporated in England and Wales and its

registered office is at The Shard, 32 London Bridge Street, London, United Kingdom, SE1 9SG.

The Company has been approved as a Venture Capital Trust by HMRC under Section 259 of the

Income Taxes Act 2007. The shares of the Company were first admitted to the Official List of the

UK Listing Authority and trading on the London Stock Exchange on 19 August 1997.

The Company’s principal activity is to provide private investors with regular dividends and

capital growth from a portfolio of investments in fast-growing unquoted companies in the UK.

A summary of the principal accounting policies, all of which have been applied consistently

throughout the year, is set out below:

a) Basis of accounting

The financial statements have been prepared under the Companies Act 2006, and in

accordance with United Kingdom Generally Accepted Accounting Practice (“UK GAAP”) including

FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” and

the Statement of Recommended Practice (“SORP”): Financial Statements of Investment Trust

Companies and Venture Capital Trusts issued in November 2014 and updated in October 2019

and July 2022.

The financial statements have been prepared under the historical cost convention as modified

by the revaluation of investments.

The Company presents its Income Statement in a three-column format to give shareholders

additional detail of the performance of the Company split between items of a revenue or

capital nature.

As permitted by FRS 102, paragraph 14.4, investments are held as part of an investment

portfolio, and their value to the Company is through their marketable value as part of a

portfolio of investments, rather than as a medium through which the Company carries out its

business. Therefore, the investments are not considered to be associated undertakings.

Where the Company’s interest in an investment is greater than 50% of the investee company’s

total equity, specific clauses are included in the investee company’s articles of association to

prevent the Company from exercising control. Therefore, these investments are not considered

to be subsidiary undertakings. The Company is exempt from preparing consolidated accounts

under the investment entities exemption as permitted by FRS 102.

Financial Statements

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Notes to the Accounts continued

For the year ended 31 December 2023

1 Accounting policies continued

b) Assets held at fair value through profit or loss – investments continued

Unquoted investments are stated at fair value by the Board in accordance with the following

rules, which are consistent with the IPEV Valuation Guidelines. When valuing an unquoted

investment at fair value the following factors will be considered:

(i) Where a value is indicated by a recent material arms-length transaction by an independent

third party in the shares of a company, this value will be used.

(ii) In the absence of (i), and depending upon both the subsequent trading performance and

investment structure of an investee company, the valuation basis will usually move to either:

a) an earnings multiple basis. The shares may be valued by applying a suitable

price-earnings ratio to that company’s historic, current or forecast earnings before

interest, tax, depreciation and amortisation (the ratio used being based on a comparable

sector but the resulting value being adjusted to reflect points of difference identified by

the Manager compared to the sector including, inter alia, illiquidity); or

b) where a company’s under-performance against plan indicates a diminution in the value of

the investment, a write down against cost is made, as appropriate. Where the value of an

investment has fallen permanently below cost, the loss is treated as a permanent write

down and as a realised loss, even though the investment is still held. The Board assesses

the portfolio for such investments and, after agreement with the Manager, will agree the

values that represent the extent to which a realised loss should be recognised. This is

based upon an assessment of observable evidence of that investment’s prospects, to

determine whether there is potential for the investment to recover in value.

(iii) Premiums on loan stock investments are accrued at fair value when the Company receives

the right to the premium and when considered recoverable.

(iv) Where an earnings multiple or cost less impairment basis is not appropriate and overriding

factors apply, discounted cash flow, a net asset valuation, a price of a recent or the last

funding round, venture capital method or industry-specific valuation benchmarks may be

applied. An example of an industry-specific valuation benchmark would be the application

of a multiple to that company’s historic, current or forecast revenue (the multiple being

based on a comparable sector but with the resulting value being adjusted to reflect points

of difference including, inter alia, illiquidity). The venture capital method (“VC method”) of

valuation calculates and discounts the present value of the expected exit proceeds from an

investment, taking account of both time and risk.

(v) In estimating the fair value of the investments held, the Manager has considered the conflict

in the Middle East, the Russian invasion of Ukraine, inflationary pressures and the difficult

economic outlook which may impact the fair value of the investments and the sectors in

which they operate. The conflict in the Middle East and the Russian invasion of Ukraine

have had a significant impact in many sectors across the globe. The Manager has applied

assumptions based on a best estimate of likely outcome for each individual investment and

applied discounts where it is considered necessary.

c) Income

Dividends receivable on unquoted equity shares are brought into account when the Company’s

rights to receive payment are established and there is no reasonable doubt that payment will

be received. Other income such as interest is included on an accruals basis. Loan interest

income is calculated using the effective interest method and recognised on an accruals basis.

d) Expenses

All expenses (inclusive of VAT) are accounted for on an accruals basis. Expenses are charged

through the revenue column of the Income Statement, with the exception that 75% of the fees

payable to the Manager for management fees are allocated against the capital column of the

Income Statement. The basis of the allocation of management fees is expected to reflect the

revenue and capital split of long-term returns in the portfolio.

Performance incentive payments predominantly relate to the capital performance of the

portfolio and are therefore charged 100% to capital. The performance incentive arrangements

are described in note 13. A performance hurdle (as noted in note 13) must be met before any

performance incentive fee is triggered.

A provision for a performance incentive fee is made when it is probable the fee will be payable

and the amount of the obligation can be estimated reliably.

Where there is a possible but uncertain future obligation, theBoard may disclose a contingent

liability instead.

Note 15 gives detail on the nature of any contingent liability and the estimate of its financial

effect.

Financial Statements

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Notes to the Accounts continued

For the year ended 31 December 2023

1 Accounting policies continued

e) Basic financial instruments

Trade and other debtors

Trade and other debtors are recognised initially at transaction price less attributable

transaction costs. Subsequent to initial recognition, they are measured at amortised cost less

any impairment losses. If the arrangement constitutes a financing transaction, for example if

payment is deferred beyond normal business terms, then it is measured at the present value of

future payments discounted at a market rate of interest for a similar debt instrument.

Trade and other creditors

Trade and other creditors are recognised initially at transaction price plus attributable

transaction costs. Subsequent to initial recognition, they are measured at amortised cost. If the

arrangement constitutes a financing transaction, for example if payment is deferred beyond

normal business terms, then it is measured at the present value of future payments discounted

at a market rate of interest for a similar debt instrument.

Investments in preference and Ordinary Shares

Investments in preference and Ordinary Shares are measured initially at transaction price

less attributable transaction costs. Subsequent to initial recognition, investments that can be

measured reliably are measured at fair value with changes recognised through profit or loss.

Other investments are measured at cost less impairment through profit or loss.

Cash and cash equivalents

Cash and cash equivalents comprise cash balances, call deposits, money market funds and

fixed-term funds. Bank overdrafts that are repayable on demand and form an integral part of

the Company’s cash management are included as a component of cash and cash equivalents

for the purpose only of the cash flow statement.

f) Other financial instruments

Other financial instruments not meeting the definition of basic financial instruments include

non-current investments and are recognised initially at fair value. Subsequent to initial

recognition, other financial instruments are measured at fair value with changes recognised

through profit or loss except investments in equity instruments that are not publicly traded

and whose fair value cannot otherwise be measured reliably shall be measured at cost

less impairment.

g) Taxation

Any tax relief obtained in respect of management fees allocated to capital is reflected in the

capital column of the Income Statement and a corresponding amount is charged against the

revenue column. The tax relief is the amount by which corporation tax payable is reduced as

aresult of these capital expenses.

h) Deferred taxation

Provision is made for corporation tax at the current rates on the excess of taxable income over

allowable expenses. A provision is made on all material timing differences arising from the

different treatment of items for accounting and tax purposes. A deferred tax asset is recognised

only to the extent that there will be taxable profits in the future against which the asset can be

offset. It is considered too uncertain that this will occur and, therefore, no deferred tax asset

has been recognised.

i) Capital reserves

The capital reserve is made up of two elements:

(i) Realised

The following are accounted for in this reserve:

ș Gains and losses on realisation of investments, including the reversal of prior year

revaluation reserves

ș Permanent diminution in value of investments

ș 75% of management fee expense, together with the related tax effect to this reserve in

accordance with the policies

ș Income and costs for the period (capital items)

(ii) Revaluation reserve (unrealised capital reserve)

Increases and decreases in the valuation of investments held at the year end are accounted

forin this reserve, except to the extent that any diminution is deemed permanent.

In accordance with stating all investments at fair value through profit or loss, all such

movements through both revaluation and realised capital reserves are shown within the

IncomeStatement for the year.

Financial Statements

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Notes to the Accounts continued

For the year ended 31 December 2023

1 Accounting policies continued

j) Investment recognition and derecognition

Investments are recognised at the trade date, being the date that the risks and rewards of

ownership are transferred to the Company. Upon initial recognition, investments are held at the

fair value of the consideration payable. Transaction costs in respect of acquisitions made are

recognised directly in the Income Statement. Investments are derecognised when the risks and

rewards of ownership are deemed to have transferred to a third party. Upon realisation, the

gain or loss on disposal is recognised in the Income Statement.

k) Critical accounting judgement and key sources of estimation uncertainty

The preparation of the financial statements requires the Board to make judgements and

estimates that affect the application of policies and reported amounts of assets, liabilities,

income and expenses. In the Board’s opinion, there was no critical accounting judgement

applied. The Board considers that the only area where the Board and the Manager make critical

estimates and assumptions that may have a significant effect on the financial statements relates

to the fair valuation of unquoted investments. Trading results of investee companies may differ

from the estimates made. The underlying assumptions are reviewed on each valuation date.

The Board considers that the fair value of investments not quoted in an active market involves

critical estimates and assumptions because they are determined by the Manager, using

valuation methods and techniques generally recognised as standard within the industry.

Valuations use observable data to the extent practicable. However, they also rely on significant

unobservable inputs about the maintainable earnings; comparable multiples and discounts.

Furthermore, changes in these inputs and assumptions affect the reported fair value of

unquoted investments. The determination of what constitutes “observable” requires significant

judgement by the Manager. The Manager considers observable data to be market data that is

readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and

provided by independent sources that are actively involved in the relevant market. Both the

Audit Committee and the auditor review the Manager’s valuations in detail. Sensitivity analysis

is performed on the portfolio as a whole and for more detail on this please refer to note 14.

The Board and the Manager have assessed the impact of climate-related risks on the financial

statements, and do not consider there to be a material impact on the judgements and estimates

from the physical and transition climate-related risks.

2 Income

Year ended

31 December

2023

£’000

Year ended

31 December

2022

£’000

Loan stock interest 2,237 1,184

Dividends receivable 1,525 132

Deposit and similar interest received 1,326 220

Other income 284 —

5,372 1,536

3 Investment management fees

Year ended

31 December

2023

£’000

Year ended

31 December

2022

£’000

Investment management fees charged to the revenue account 1,004 949

Investment management fees charged to the capital account

4,481 2,550

5,485 3,499

1. Included within investment management fees charged to the capital account is a performance incentive fees accrual of £1,467,000.

(2022: reversal of £297,000 performance incentive fees previously charged to the capital account in 2021).

The Manager advises the Company on investments under an agreement dated 27January2020.

The agreement may be terminated by not less than one year’s notice in writing.

The Manager receives an annual investment management fee of an amount equal to 2% of the

net assets of the Company. The Manager receives an annual management fee equal to 1% in

respect of any cash within the net assets of the Company in excess of £20 million.

Management fees are calculated on the most recently announced net assets and paid quarterly

in arrears. A side letter dated 3 January 2023 amended fees from 1 July 2022 to be paid in

arrears rather than in advance. Supplemental management fees are paid in relation to funds

raised during any quarter.

Details of the performance-related incentive fees are given in note 13.

Financial Statements

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Notes to the Accounts continued

For the year ended 31 December 2023

4 Other expenses

Year ended

31 December

2023

£’000

Year ended

31 December

2022

£’000

Accounting and secretarial services (excluding VAT) 130 130

Directors’ remuneration including employer’s National Insurance contributions 167 122

Auditor’s remuneration (excluding VAT)

58 53

Other 462 375

817 680

1. The auditor’s remuneration relates to the audit of the financial statements. There were no non-audit fees paid to the Company’s auditor during the year (2022: £nil).

The Manager is responsible for external costs such as legal and accounting fees incurred on transactions that do not proceed to completion (“abort expenses”). In line with common practice, the

Manager retains the right to charge arrangement and syndication fees and directors’ or monitoring fees to companies in which the Company invests.

The Manager is the Company Secretary and received annual fees, paid quarterly in arrears, for administration services provided of £130,000 (2022: £130,000). The annual administration fee will

beadjusted annually in line with the UK Retail Prices Index and is subject to a cap of £130,000. A side letter dated 3 January 2023 amended fees from 1 July 2022 to be paid in arrears rather than

inadvance.

The normal annual running costs of the Company are capped at an amount equal to 2.4% of the net assets of the Company as at the end of each financial year, with any excess being borne by

theManager.

The Company did not have employees in the current or prior year.

5 Tax on ordinary activities

Year ended 31 December 2023 Year ended 31 December 2022

Revenue

£’000

Capital

£’000

Total

£’000

Revenue

£’000

Capital

£’000

Total

£’000

Current tax

Corporation tax 476 (476) — — — —

Total current tax 476 (476) — — — —

Deferred tax — — — — — —

Total tax 476 (476) — — — —

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Financial Statements

Notes to the Accounts continued

For the year ended 31 December 2023

6 Dividends

Year ended

31 December

2023

£’000

Year ended

31 December

2022

£’000

Dividends – paid in the year 20,531 18,817

The dividends paid in the year were split between a cash dividend of £16,475,000 (2022:

£15,184,000) and the value of shares issued under the dividend reinvestment scheme of

£4,056,000 (2022: £3,635,000), offset by the return of unclaimed dividends from the Registrar,

which have remained unclaimed for at least 12 years and hence automatically forfeited

pursuant to the Articles of Association, totalling £nil (2022: £2,000).

The Board is recommending a final dividend for the year ended 31 December 2023 of 4.4p

(2022: 4.4p).

As at 31 December 2023, reserves available for dividend distribution totalled £52,046,000

(2022: £64,303,000), comprising the capital and distributable reserves.

In accordance with Section 259 of the Income Tax Act 2007, a VCT may not retain more than

15% of its qualifying income in any one accounting period. The payment of the dividends noted

above satisfies this requirement.

5 Tax on ordinary activities continued

Factors affecting the total tax charge for the year:

The tax assessed for the year is lower (2022: lower) than the standard rate of corporation tax in

the UK of 25.0% (2022: 19%).

The differences are explained below:

Year ended

31 December

2023

£’000

Year ended

31 December

2022

£’000

Return on ordinary activities before taxation 16,476 12,702

Corporation tax at 23.5% (2022: 19%) 3,872 2,413

Effect of:

Realised capital gains not taxable (3,425) (2,509)

Unrealised capital gains not taxable (666) (406)

Unutilised management expenses 577 527

Dividend income not taxable (358) (25)

Total tax charge for the year — —

As a qualifying VCT, the Company is exempt from tax on capital gains; therefore, no provision

for deferred tax has been recognised in respect of any capital gains or losses arising on the

revaluation or disposal of investments.

A deferred tax asset is recognised only to the extent that there will be taxable profits in the

future against which the asset can be offset. It is considered too uncertain that this will occur

and, therefore, no deferred tax asset has been recognised for surplus management expenses.

There is an unrecognised deferred tax asset of approximately £5,819,000 (2022: £5,206,000).

Financial Statements

Foresight VCT plc

Annual Report and Accounts 31 December 2023

7 Return per share

Year ended

31 December

2023

£’000

Year ended

31 December

2022

£’000

Total return after taxation 16,476 12,702

Total return per share (note a) 6.9p 5.8p

Revenue return/(loss) from ordinary activities after taxation 3,075 (93)

Revenue return/(loss) per share (note b) 1.3p (0.1)p

Capital return from ordinary activities after taxation 13,401 12,795

Capital return per share (note c) 5.6p 5.9p

Weighted average number of shares in

issue in the year (note d) 240,044,732 218,519,391

Notes:

a) Total return 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 loss after taxation divided by the weighted average number of

shares in issue during the year.

c) Capital return per share is capital return after taxation divided by the weighted average number of

shares in issue during the year.

d) The weighted average number of shares is calculated by taking the number of shares issued and bought

back during the year, multiplying each by the percentage of the year for which that share number applies

and then totalling with the number of shares in issue at the beginning of the year.

Notes to the Accounts continued

For the year ended 31 December 2023

8 Investments held at fair value through profit or loss

31 December

2023

£’000

31 December

2022

£’000

Unquoted investments 171,348 169,775

£’000

Book cost as at 1 January 2023 103,766

Investment holding gains 66,009

Valuation at 1 January 2023 169,775

Movements in the year:

Purchases at cost 20,342

Disposal proceeds

(33,566)

Realised gains² 13,402

Investment holding gains

1,395

Valuation at 31 December 2023 171,348

Book cost at 31 December 2023 103,944

Investment holding gains 67,404

Valuation at 31 December 2023 171,348

1. The Company received £33,566,000 (2022: £21,922,000) from the disposal of investments during the year. The book cost of these

investments when they were purchased was £20,164,000 (2022: £8,981,000). These investments have been revalued over time and

until they were sold, any unrealised gains or losses were included in the fair value of the investments.

2. Realised gains in the Income Statement include deferred consideration receipts from Accrosoft Limited (£13,000), Datapath Group

Limited (£292,000) and Mowgli Street Food Group Limited (£824,000), and completion proceeds received from Datapath Group

Limited (£39,000) and Protean Software Limited (£3,000).

3. Investment holding gains in the Income Statement include the deferred consideration debtor increase of £1,438,000. The debtor

movement reflects the recognition of amounts receivable from Datapath Group Limited (£1,170,000) and Mowgli Street Food

Group Limited (£1,647,000), offset by receipts from Accrosoft Limited (£13,000), Datapath Group Limited (£292,000) and Mowgli

Street Food Group Limited (£824,000). The Codeplay Software Limited debtor increased due to its foreign exchange movements

(£100,000), and provisions have been made against balances potentially due from Ixaris Systems Ltd (£40,000), FFX Group Limited

(£70,000) and Mologic Ltd (£240,000).

Financial Statements

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Notes to the Accounts continued

For the year ended 31 December 2023

11 Called-up share capital

31 December

2023

£’000

31 December

2022

£’000

Allotted, called-up and fully paid:

255,218,477 shares of 1p each (2022: 219,151,944) 2,552 2,192

Share issues and share buybacks

During the year 37,910,583 shares and 4,940,235 shares were issued pursuant to an offer for

subscription and the dividend reinvestment scheme respectively. Shares were issued at issue

prices ranging from 85.2p to 95.2p per share.

These share issues were under the VCT provisions that commenced on 6 April 2006, namely:

30% upfront income tax relief which can be retained by qualifying investors if the shares are

held for the minimum five-year holding period.

As part of the Company’s buyback programme, during the year, 6,784,285 shares were

purchased for cancellation at a cost of £5,369,000.

Shares No.

Share capital at 1 January 2023 219,151,944

Shares allotted 37,910,583

Dividend reinvestment 4,940,235

Share buybacks (6,784,285)

Share capital at 31 December 2023 255,218,477

9 Debtors

31 December

2023

£’000

31 December

2022

£’000

Deferred consideration 3,414 1,976

Accrued interest 74 50

Prepayments 19 20

Other debtors 3 991

3,510 3,037

10 Creditors: amounts falling due within one year

31 December

2023

£’000

31 December

2022

£’000

Trade creditors — 59

Accruals and other creditors 1,939 549

1,939 608

Financial Statements

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Notes to the Accounts continued

For the year ended 31 December 2023

The Board believes that these arrangements align the interests of the Manager and the

Management Team with the Company through their investment in each new investee company

in which the Company invests.

Performance incentive

In order to incentivise the Manager and the Management Team to generate enhanced returns

for shareholders, they will be entitled to performance incentive payments in respect of each

financial year commencing on or after 1 January 2023 where the Company achieves an

average annual NAV Total Return per share, over a rolling five-year period, in excess of an

average annual hurdle of 5% (simple not compounded). Any payment is allocated 75% to the

Management Team and 25% to the Manager.

If the hurdle is met, they would be entitled to an amount equal to 20% of the excess over the

hurdle, subject to a cap of 1% of the closing Net Asset Value for the relevant financial year (and

no fee will be due in excess of this cap).

Where there is a negative return in the relevant financial year, no fee shall be payable even if

the hurdle is exceeded. However, the potential fee will be carried forward and may become due

at the end of the next financial year if the performance hurdle described above for that next

financial year is achieved and the negative return in the preceding financial year is recovered in

that next financial year. Any such catch-up fees shall be paid alongside any fee payable for the

next financial year, subject to the 1% cap applying to both fees in aggregate. Any such catch-up

fees cannot be rolled further forward to subsequent financial years.

The new performance incentive scheme, as described above, in the Chair’s Statement of the

Company’s 31 December 2022 Annual Report and Accounts and the Circular dated 18May2023,

was formally approved by shareholders at the Annual General Meeting held on 15June2023.

Financial effect

As at 31 December 2023, the NAV Total Return since 31 December 2018 was 37.2p (being

the aggregation of NAV per share as at 31 December 2023, before any performance incentive

provision, of 86.4p and dividends paid per share in the period totalling 28.9p less the NAV per

share as at 31 December 2018 of 78.1p) giving an average annual NAV Total Return per share

of 7.4p. This compares to the average annual hurdle of 3.9p based on the opening NAV per

share of 78.1p as at 31 December 2018 and therefore an excess of 3.5p over the hurdle.

The Manager is therefore entitled to a performance fee of £1.5 million, which has been accrued

at 31December 2023 and will be paid 30 business days following the publication of the 2023

Annual Report and Accounts.

12 Net Asset Value per share

The Net Asset Value per share is based on net assets at the end of the year and on the number

of shares in issue at that date.

31 December

2023

31 December

2022

Net assets £219,119,000 £191,729,000

No. of shares at year end 255,218,477 219,151,944

Net Asset Value per share 85.9p 87.5p

13 Co-investment and performance incentive arrangements

A co-investment scheme and performance incentive fee arrangement was approved by

shareholders and entered into by the Company and Foresight Group CI Limited in March 2017.

The rights and obligations of Foresight Group CI Limited in respect of the co-investment scheme

and performance incentive arrangements were novated to the Manager on 27 January 2020.

Asa result, in respect of investments made before that date, the co-investments to which

Foresight Group CI Limited was entitled were transferred to the Manager on 31 March 2020.

Co-investment

In order to align the interests of the Manager and the individual members of the Manager’s

private equity team (“Management Team”) with those of shareholders, the Manager and the

Management Team will co-invest, alongside the Company, for shares and loans in each new

investee company at the same time and at the same price paid by the Company.

In respect of investments made by the Company in new investee companies (including

follow-ons) on or after 31 March 2017, the Manager and the Management Team subscribe,

in aggregate, for shares and loans equal to 1.0% (1.5% for the period from 31 March 2017 to

27January 2020) of the total value being invested by the Company. This allocation is split as

to 75% to the members of the Management Team and 25% to the Manager. Theco-investment

will be in the lowest priority of securities that the Company is investing in, subject to not

representing more than 3.33% (5% for the period from 31 March 2017 to 27 January 2020)

ofthe amount the Company is investing in each security class.

Financial Statements

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Notes to the Accounts continued

For the year ended 31 December 2023

Market price risk

Market price risk arises from uncertainty about the future prices of financial instruments held in

accordance with the Company’s investment objectives. It represents the potential loss that the

Company might suffer through holding investments in the face of adverse market movements.

The Board manages market price risk through the application of venture capital disciplines and

investment structuring delegated to the Manager.

The investments in shares and loan stocks of unquoted companies are rarely traded and as

such the prices are more difficult to determine than those of more widely traded securities.

Inaddition, the ability of the Company to realise the investments at their carrying value will at

times not be possible if there are no willing purchasers. The ability of the Company to purchase

or sell investments is also constrained by the requirements set down for VCTs. The potential

maximum exposure to market price risk, being the value of the investment portfolio as at

31 December of 2023, was £171,348,000 (2022: £169,775,000). Market price risk sensitivity

analysis can be found on pages 100 to 101.

Interest rate risk

The fair value of the Company’s fixed rate securities and the net revenue generated from the

Company’s floating rate securities may be affected by interest rate movements. Investments

are often in early-stage businesses, which are relatively high-risk investments sensitive to

interest rate fluctuations. Due to the short time to maturity of some of the Company’s fixed

rate investments, it may not be possible to reinvest in assets which provide the same rates as

those currently held. When making investments of an equity and debt nature, consideration

is given during the structuring process to the potential implications of interest rate risk and

the resulting investment is structured accordingly. The maximum exposure to interest rate

risk was £67,617,000, being the total value of the loan stock investments and cash as at

31December2023 (2022: £42,667,000). Floating rate investments relate to the interest-bearing

deposit accounts and money market funds, which earn interest related to the prevailing Bank

of England base rate. As at 31 December 2023, if the interest rate increased or decreased by

10basis points the interest earned would increase or decrease by £46,200.

14 Financial instrument risk management

The Company’s financial instruments comprise:

ș Equity shares, debt securities and fixed interest securities that are held in accordance with

the Company’s investment objective as set out in the Directors’ Report

ș Cash, liquid resources, short-term debtors and creditors that arise directly from the

Company’s operations

Classification of financial instruments

The Company held the following categories of financial instruments as at 31December 2023:

31 December

2023

£'000

31 December

2022

£'000

Investment portfolio 171,348 169,775

Cash and cash equivalents 46,200 19,525

Total 217,548 189,300

The investment portfolio consists of unquoted investments. Unquoted investments consist of

shares in and loans to investee companies and are valued at fair value through profit or loss.

The main financial risks arising from the Company’s financial instruments are market price risk,

interest rate risk, credit risk and liquidity risk. The Board regularly reviews and agrees policies

for managing each of these risks and they are summarised on the following pages.

Financial Statements

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Notes to the Accounts continued

For the year ended 31 December 2023

14 Financial instrument risk management continued

Interest rate risk continued

Total portfolio Weighted average interest rate

Weighted average

time for which rate is fixed

Company portfolio

31 December

2023

£’000

31 December

2022

£’000

31 December

2023

31 December

2022

31 December

2023

Days

31 December

2022

Days

Loan stock – exposed to fixed interest rate risk 21,137 23,142 8.4 10.6 337 185

Loan stock – exposed to variable interest rate risk 280 — 12.0 — — —

Cash 46,200 19,525 5.0 3.2 — —

Total exposed to interest rate risk 67,617 42,667

Credit risk

Credit risk is the risk of failure by counterparties to deliver securities or cash to which the Company is entitled. The Company has exposure to credit risk in respect of the debtors, bank deposits,

money market funds, fixed-term funds and loan stock investments it has made in investee companies, most of which have no security attached to them, and where they do, such security ranks

beneath any bank debt that an investee company may owe. The Board manages credit risk in respect of cash and cash equivalents by ensuring there is a spread of cash balances such that none

exceed 15% of the Company’s total investment assets by VCT value. These cash and cash equivalents are investment grade funds, and so credit risk is considered to be low. The Manager receives

management accounts from portfolio companies, and members of the investment management team often sit on the boards of unquoted portfolio companies; this enables the close identification,

monitoring and management of investment-specific credit risk. Themaximum exposure to credit risk at 31 December 2023 was £71,108,000 (2022: £44,973,000) based on cash and cash equivalents

and other receivables (amounts due on investments, dividendsand interest). As at 31 December 2023, the Company’s assets are held in its own name in certificated form and therefore custodian

default risk is negligible.

An analysis of the Company’s assets exposed to credit risk is provided in the table below:

31 December

2023

£’000

31 December

2022

£’000

Loan stock investments 21,417 23,142

Cash and cash equivalents 46,200 19,525

Other debtors 3,491 2,306

Total 71,108 44,973

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Financial Statements

Notes to the Accounts continued

For the year ended 31 December 2023

Sensitivity analysis

Equity price sensitivity

The Board believes the Company’s investments are mainly exposed to equity price risk, as the

Company holds 100% of its investments in the form of sterling-denominated investments in

small companies.

All of the investments made in unquoted companies, irrespective of the instruments the

Company holds (whether shares or loan stock), carry a full equity risk, even though some of the

loan stocks may be secured on assets (as they will be behind any prior ranking bank debt in the

investee company).

The Board considers that even the loan stocks are “quasi-equity” in nature, as the value of the

loan stocks is determined by reference to the enterprise value of the investee company. Such

value is considered to be sensitive to changes in quoted share prices, in so far as such changes

affect the enterprise value of unquoted companies. The table on the following page shows the

impact on profit and net assets if there were to be a 15% (2022: 15%) movement in overall share

prices, which might in part be caused by changes in interest rate levels, but it is not considered

practical to evaluate separately the impact of changes in interest rates upon the value of the

Company’s portfolio of investments in unquoted companies.

The sensitivity analysis on the following page assumes that each of these sub-categories of

investments (shares and loan stocks) held by the Company produces an overall movement of

15%, and that the portfolio of investments held by the Company is perfectly correlated to this

overall movement in share prices. This percentage reflects a number of factors, including the

performance of the underlying investee companies as well as the wider market uncertainties

associated with inflationary pressures, the difficult economic outlook, Brexit, COVID-19 and

Russia’s invasion of Ukraine. However, shareholders should note that this level of correlation

would not be the case in reality. Movements may occur in the value of both quoted and

unquoted companies and result from changes in the market or alternatively as a result of

assumptions made when valuing the portfolio or a combination of the two.

14 Financial instrument risk management continued

Liquidity risk

The investments in shares and fixed interest stocks of unquoted companies that the Company

holds are not traded and they are not readily realisable. The Company may not be able to

realise the investments at their carrying value if there are no willing purchasers. The Company’s

ability to sell investments may also be constrained by the qualification requirements set down

for VCTs. The maturity profile of the Company’s loan stock investments disclosed below

indicates that these assets are also not readily realisable until dates up to five years from the

year end.

To counter these risks to the Company’s liquidity, the Company maintains sufficient cash and

money market funds to meet running costs and other commitments. The Company typically

invests its surplus funds in money market funds which are all accessible on an immediate basis

and fixed-term funds which are all accessible within seven days, in line with VCT rules.

Maturity analysis:

31 December

2023

£’000

31 December

2022

£’000

– in one year or less 61,537 36,882

– in more than one year but no more than two years 1,884 2,338

– in more than two years but no more than three years 850 1,884

– in more than three years but no more than four years 600 963

– in more than four years but no more than five years 2,746 600

Total 67,617 42,667

Financial Statements

100

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Notes to the Accounts continued

For the year ended 31 December 2023

14 Financial instrument risk management continued

Sensitivity analysis continued

Equity price sensitivity continued

31 December

2023

Return and

net assets

31 December

2022

Return and

net assets

If overall share prices fell by 15% (2022: 15%), with all other

variables held constant – decrease (£’000) (25,702) (25,466)

Decrease in Net Asset Value per share (in pence) (10.07)p (11.62)p

31 December

2023

Return and

net assets

31 December

2022

Return and

net assets

If overall share prices increased by 15% (2022: 15%), with all

other variables held constant – increase (£’000) 25,702 25,466

Increase in Net Asset Value per share (in pence) 10.07p 11.62p

The impact of a change of 15% has been selected as this is considered reasonable given the

current level of volatility observed both on a historical basis and market expectations for future

movement. The range in equity prices is considered reasonable given the historic changes that

have been observed.

Interest rate sensitivity

Although the Company holds investments in loan stocks that pay interest, the Board does not

believe that the value of these instruments is interest rate sensitive. This is because most of the

interest is fixed, so not at risk of interest rate movements (2022: no interest rate risk).

Fair value hierarchy

The following table shows financial instruments recognised at fair value, analysed between

those whose fair value is based on:

ș Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1)

ș Inputs other than quoted prices included in Level 1 that are observable for the asset or

liability, either directly (as prices) or indirectly (derived from prices) (Level 2)

ș Inputs for the instrument that are not based on observable market data (unobservable

inputs) (Level 3)

As at 31 December 2023

Level 1

£’000

Level 2

£’000

Level 3

£’000

Total

£’000

Unquoted investments — — 171,348 171,348

Financial assets — — 171,348 171,348

As at 31 December 2022

Level 1

£’000

Level 2

£’000

Level 3

£’000

Total

£’000

Unquoted investments — — 169,775 169,775

Financial assets — — 169,775 169,775

Transfers

During the year there were no transfers between Levels 1, 2 or 3.

Financial Statements

101

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Notes to the Accounts continued

For the year ended 31 December 2023

15 Contingent assets and liabilities

The Company had no contingent assets or liabilities at 31 December 2023.

16 Management of capital

The Company’s objectives when managing capital are to safeguard the Company’s ability

tocontinue as a going concern, so that it can provide a return to shareholders.

In accordance with VCT requirements, the Company must have at least 80% of its total assets

(as measured under VCT rules) in qualifying holdings (these being investments in a relatively

high-risk asset class of small UK companies meeting VCT requirements). Effective 6April2018,

where new funds are raised, the Company must invest 30% of such funds in qualifying

holdings within 12 months following the end of the accounting period in which that capital was

subscribed, with the balance being invested within approximately three years of that capital

being subscribed. The Company accordingly has limited scope to manage its capital structure

in light of changes in economic conditions and the risk characteristics of the underlying assets.

Subject to this overall constraint upon changing the capital structure, the Company may adjust

the amount of dividends paid to shareholders, issue new shares, or sell assets if so required to

maintain a level of liquidity to remain a going concern.

Although, as the investment policy implies, the Board may consider borrowing, there are no

current plans to do so. It regards the net assets of the Company as the Company’s capital, as

the level of liabilities is small and the management of them is not directly related to managing

the return to shareholders. There has been no change in this approach from the previous year.

17 Related party transactions

No Director has an interest in any contract to which the Company is a party other than their

appointment and remuneration as Directors.

18 Transactions with the Manager

Foresight Group LLP was appointed as Manager on 27 January 2020 and earned fees of

£4,018,000 during the year (2022: £3,499,000). A performance incentive fee of £1,467,000 was

also accrued at 31 December 2023. Further details are included in note 13.

Foresight Group LLP is the Company Secretary (appointed in November 2017) and received

accounting and company secretarial services fees of £130,000 (2022: £130,000) during the year.

At 31 December 2023, the amount due to Foresight Group LLP was £4,000 (2022: £nil).

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

Financial Statements

102

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Notes to the Accounts continued

For the year ended 31 December 2023

19 Related undertakings

Under Section 409 of the Companies Act 2006, the Company is required to disclose details of all its related undertakings, which are defined as undertakings where the Company owns 20% or more

of the nominal value of any class of shares as at 31 December 2023. These are listed below. The percentage holdings do not necessarily reflect the percentage voting rights in the undertakings as a

whole, as they may have two or more classes of shares with differing rights. All holdings are direct.

Please note that where holdings stated are above 50%, this is as a result of (i) holding 50% or more of a particular share class as opposed to the entire share capital, (ii) holding 50% or more of the

share capital but with restricted rights, or (iii) is a legacy, historic, permitted non-qualifying holding and, therefore, not in breach of VCT rules.

Investee company name Latest accounts year end

Profit/(loss) after tax for year

£’000

Aggregate capital and reserves

£’000

Class and percentage

of shares held

200 Degrees Holdings Limited 31/03/2023 N/A

353 A Ordinary 49.1%

ABL Investments Limited 31/12/2022 N/A

(1,581) A Ordinary 65.1%

Aerospace Tooling Corporation Limited 30/06/2023 155 2,792 A Ordinary 42.9%

Aquasium Technology Limited 31/12/2022 255 7,112 Ordinary 33.3%

Biotherapy Services Limited 30/03/2023 N/A

(1,034) A Ordinary 47.9%

Callen-Lenz Associates Limited 30/06/2023 1,771 5,262 A Ordinary 49.3%

Cinelabs International Ltd 31/12/2022 N/A

771 A Ordinary 97.0%

Clubspark Group Ltd 31/03/2023 N/A

565 A1 Ordinary 57.7%

A2 Ordinary 60.0%

AA Ordinary 59.4%

Cole Henry PE 2 Limited 31/03/2023 (1) 461 Ordinary 50.0%

Copptech UK Limited 31/12/2022 (2,959) 18,532 B Ordinary 29.6%

Crosstown Dough Ltd 31/01/2023 N/A

2,731 A Ordinary 49.4%

Firefish Software Limited 31/12/2022 N/A

927 A Ordinary 36.3%

Five Wealth Limited 31/07/2023 N/A

1,031 A Ordinary 75.0%

Fourth Wall Creative Limited 30/09/2022 N/A

5,866 A Ordinary 59.7%

Hexarad Group Limited 30/06/2023 N/A

2,876 AB Ordinary 48.4%

AD Ordinary 34.7%

1. In accordance with Section 444 of the Companies Act 2006, a statement of income has not been delivered in the financial statements available on Companies House.

103

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Financial Statements

Notes to the Accounts continued

For the year ended 31 December 2023

Investee company name Latest accounts year end

Profit/(loss) after tax for year

£’000

Aggregate capital and reserves

£’000

Class and percentage

of shares held

Homelink Healthcare Limited 31/12/2022 N/A

1,400 A Ordinary 37.6%

Hospital Services Group Limited 30/09/2022 1,773 6,617 A Ordinary 73.5%

I-Mist Group Limited 31/12/2022 N/A

2,987 A Ordinary 34.9%

Industrial Efficiency II Limited 31/03/2023 N/A

(70) B Ordinary 75.2%

Itad (2015) Limited 31/01/2023 258 (631) A Ordinary 68.8%

Kingsclere PE 3 Limited 31/03/2023 (1) 372 Ordinary 50.0%

Live Group Limited 31/03/2023 N/A

380 A Ordinary 49.3%

Loopr Limited 31/12/2022 N/A

1,126 D Ordinary 38.1%

P Ordinary 38.8%

Mizaic Ltd (formerly IMMJ Systems Limited) 31/03/2023 N/A

(5,373) AB Ordinary 48.4%

AD Ordinary 34.7%

Nano Interactive Group Limited 31/12/2022 589 439 A Ordinary 95.2%

A1 Ordinary 28.1%

Newsflare Limited 31/07/2023 N/A

1,064 B Ordinary 37.7%

NorthWest EHealth Limited 31/12/2022 (894) 3,173 AB Ordinary 48.4%

Ollie Quinn Limited 30/06/2023 N/A

2,955 AA Ordinary 98.3%

A Ordinary 98.5%

PH Realisations 2020 Limited 31/12/2018

(In administration)

(1,522) (3,361) A Ordinary 50.0%

Positive Response Corporation Ltd 31/03/2023 N/A

269 A Ordinary 50.0%

1. In accordance with Section 444 of the Companies Act 2006, a statement of income has not been delivered in the financial statements available on Companies House.

19 Related undertakings continued

104

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Financial Statements

Notes to the Accounts continued

For the year ended 31 December 2023

Investee company name Latest accounts year end

Profit/(loss) after tax for year

£’000

Aggregate capital and reserves

£’000

Class and percentage

of shares held

Red Flag Alert Technology Group Limited 31/03/2023 N/A

(119) A Ordinary 48.4%

Rovco Limited 31/12/2022 N/A

(8,708) A Ordinary 24.0%

So-Sure Limited 31/12/2022 N/A

4,236 A Ordinary 37.7%

Specac International Limited 31/03/2023 1,871 7,560 A Ordinary 50.0%

Sprintroom Limited 31/10/2022 86 (274) A Ordinary 39.2%

Spektrix Limited 31/12/2022 (1,040) 11,977 A Ordinary 23.9%

B Ordinary 68.5%

Steamforged Holdings Limited 31/03/2023 N/A

1,498 A Ordinary 46.2%

Strategic Software Applications Ltd 31/03/2023 N/A

2,890 A Ordinary 49.5%

Ten Health & Fitness Limited 31/12/2022 N/A

(2,366) A Ordinary 57.2%

AA Ordinary 58.3%

Titania Group Limited 30/04/2023 N/A

2,546 A Ordinary 48.4%

TLS Management Limited 31/12/2022 792 3,970 A Ordinary 100.0%

viO HealthTech Limited 31/12/2022 N/A

424 C Ordinary 49.8%

D Ordinary 27.6%

Weduc Holdings Limited 31/03/2023 N/A

1,378 A Ordinary 66.7%

AA Ordinary 55.7%

AB Ordinary 69.2%

Whitchurch PE 1 Limited 31/03/2023 (1) 626 Ordinary 50.0%

19 Related undertakings continued

1. In accordance with Section 444 of the Companies Act 2006, a statement of income has not been delivered in the financial statements available on Companies House.

105

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Financial Statements

Notes to the Accounts continued

For the year ended 31 December 2023

20 Post-balance sheet events

The Company announced a £20 million Prospectus offer on 15 November 2023 with an

over-allotment facility to raise up to a further £5 million. The Company made the following

issues of Ordinary Shares of 1p each post year end:

Date

Ordinary

NAV to calculate

issue price

11 January 2024 3,934,096 85.2p

8 February 2024 11,587,993 85.8p

22 February 2024 902,674 85.8p

21 March 2024 159,811 86.4p

9 April 2024 99,140 86.8p

16,683,714

The offer was closed to new applications on 26 January 2024 and the final allotment was made

on 9 April 2024 having raised gross proceeds of £25.0 million, £23.9 million after expenses.

In advance of the allotment of Ordinary Shares on 9 April 2024, the Board announced that the

unaudited NAV as at 8 April 2024 was 86.8p per share.

Post year end, the Company completed investments into Family Adventures Group Limited

(£2.5 million), Lepide Group Holding Company Ltd (£1.9 million), Evolve Dynamics Limited

(£2.0million), Homelink Healthcare Limited (£1.0 million) and Sprintroom Limited (£0.8 million).

The Company exited its investment in Specac International Limited, returning £11.2 million.

Financial Statements

106

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Notice of Annual General Meeting

4 June 2024

Order of events

2:00pm Manager presentation

Immediately following the Manager presentation Formal business of the

Annual General Meeting

Notice is hereby given that the Annual General Meeting of Foresight VCT plc (“the Company”)

will be held on 4 June 2024 at 2:00pm at the offices of Foresight Group LLP, The Shard,

32London Bridge Street, London SE1 9SG for the purpose of considering and, if thought fit,

passing the following resolutions, of which Resolutions 1 to 10 will be proposed as ordinary

resolutions and Resolutions 11 to 13 will be proposed as special resolutions.

Resolution 1

To receive the Report and Accounts for the year ended 31 December 2023.

Resolution 2

To approve the Directors’ Remuneration Report.

Resolution 3

To approve the Directors’ Remuneration Policy.

Resolution 4

To re-elect Patricia Dimond as a Director.

Resolution 5

To re-elect David Ford as a Director.

Resolution 6

To re-elect Margaret Littlejohns as a Director.

Resolution 7

To re-elect Dan Sandhu as a Director.

Resolution 8

To reappoint Deloitte LLP as auditor and to authorise the Directors to fix the auditor’s

remuneration.

Resolution 9

To approve the payment of a final dividend in respect of the financial year ended

31December2023 of 4.4p per Ordinary Share of 1p each in the capital of the Company,

payable on 28 June 2024 to shareholders on the register on 14 June 2024.

Resolution 10

That, in substitution for all existing authorities, the Directors be and they are generally and

unconditionally authorised in accordance with Section 551 of the Companies Act 2006 to

exercise all the powers of the Company to allot shares of 1p each in the capital of the Company

(“Shares”) and to grant rights to subscribe for, or to convert any security into, Shares (“Rights”), up

to an aggregate nominal amount of £1,000,000, provided that this authority shall expire (unless

renewed, varied or revoked by the Company in a general meeting) on the conclusion of the Annual

General Meeting of the Company to be held in the year 2025, or, if earlier, on the date falling 15

months after the passing of this resolution, save that the Company shall be entitled to make offers

or agreements before the expiry of such authority which would or might require Shares to be

allotted or Rights to be granted after such expiry and the Directors shall be entitled to allot Shares

and grant Rights pursuant to any such offers or agreements as if this authority had not expired.

Financial Statements

107

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Notice of Annual General Meeting continued

4 June 2024

Resolution 11

That, in substitution for all existing authorities, the Directors be and they are empowered

pursuant to Section 570 and Section 573 of the Companies Act 2006 to allot equity securities

(within the meaning of Section 560 of that Act) for cash either pursuant to the authority

conferred by Resolution 10 above or by way of a sale of treasury shares as if Section 561(1)

ofthat Act did not apply to any such allotment, provided that this power shall be limited to:

(a) the allotment of equity securities with an aggregate nominal amount of up to but not

exceeding £400,000 pursuant to offer(s) for subscription;

(b) the allotment of equity securities with an aggregate nominal amount of up to but not

exceeding an amount equal to 10% of the issued share capital from time to time pursuant

to the dividend reinvestment scheme operated by the Company at a subscription price per

Share which may be less than the Net Asset Value per share, as may be prescribed by the

scheme terms;

exceeding £100,000 by way of an issue of Shares (which may be at a subscription price per

Share which is less than the Net Asset Value per share) pursuant to performance incentive

arrangements with Foresight Group LLP and relevant individuals of the Foresight Group LLP

investment team; and

(d) the allotment (otherwise than pursuant to sub-paragraphs (a) to (c) of this resolution) to any

person or persons of equity securities with an aggregate nominal amount of up to but not

exceeding an amount equal to 10% of the issued share capital from time to time,

in each case where the proceeds may be used in whole or part to purchase shares in the

capital of the Company, and shall expire (unless renewed, varied or revoked by the Company in

a general meeting) on the conclusion of the Annual General Meeting of the Company to be held

in the year 2025, or, if earlier, on the date falling 15 months after the passing of this resolution,

save that the Company shall be entitled to make offers or agreements before the expiry of such

authority which would or might require equity securities to be allotted after such expiry and the

Directors shall be entitled to allot equity securities pursuant to any such offers or agreements

as if the authority conferred hereby had not expired.

Resolution 12

That, in substitution for all existing authorities, the Company be empowered to make market

purchases (within the meaning of Section 693(4) of the Companies Act 2006) of its own

shares on such terms and in such manner as the Directors shall from time to time determine,

providedthat:

(a) the aggregate number of Shares to be purchased shall not exceed 40,758,138 or, if lower,

such number of Shares (rounded down to the nearest whole Share) as shall equal 14.99% of

the Company’s Shares in issue at the date of passing of this resolution;

(b) the minimum price which may be paid for a Share is 1p (the nominal value thereof);

105% of the average of the middle market quotation for a Share taken from the London

Stock Exchange daily official list for the five business days immediately preceding the day on

which the Shares are purchased, and (2) the amount stipulated by Article 5(6) of the Market

Abuse Regulation (EU) 596/2014 (as such Regulation forms part of UK law and as amended);

(d) the authority conferred by this resolution shall expire (unless renewed, varied or revoked by

the Company in a general meeting) on the conclusion of the Annual General Meeting of the

Company to be held in the year 2025 or, if earlier, on the date falling 15 months after the

passing of this resolution; and

(e) the Company may make a contract to purchase Shares under the authority conferred by

this resolution prior to the expiry of such authority which will or may be executed wholly or

partly after the expiration of such authority and may make a purchase of Shares pursuant to

such contract.

Resolution 13

That, the share premium account of the Company be reduced by £92,765,406 and the

redemption reserve of the Company be reduced by £1,262,270.

By order of the Board

Foresight Group LLP

Company Secretary

15 April 2024

The Shard

32 London Bridge Street

London

SE1 9SG

Financial Statements

108

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Notes

1. No Director has a service contract with the Company. Directors’ appointment letters with

the Company will be available for inspection at the registered office of the Company until

the time of the meeting and from 15 minutes before the meeting at the location of the

meeting, as well as at the meeting.

2. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, entitlement

to attend and vote at the meeting and the number of votes which may be cast thereat will

be determined by reference to the Register of Members of the Company at the close of

business on the day which is two days (excluding non-working days) before the day of the

meeting or adjourned meeting. Changes to the Register of Members after that time shall be

disregarded in determining the rights of any person to attend and vote at the meeting.

3. A member entitled to attend and vote at the meeting is entitled to appoint a proxy or

proxies to attend, speak and vote on their behalf. A proxy need not also be a member

but must attend the meeting to represent you. Details of how to appoint the Chair of the

meeting or another person as your proxy using the form of proxy are set out in the notes

on the form of proxy which is enclosed. If you wish your proxy to speak on your behalf at

the meeting, you will need to appoint your own choice of proxy (not the Chair) and give your

instructions directly to them.

4. You may appoint more than one proxy, provided each proxy is appointed to exercise rights

attached to different shares. You may not appoint more than one proxy to exercise rights

attached to any one share. To appoint more than one proxy, (an) additional form(s) of proxy

may be obtained by contacting Computershare Investor Services plc on 0370 703 6388.

Please indicate in the box next to the proxy holder’s name the number of shares in relation

to which they are authorised to act as your proxy. Please also indicate by ticking the box

provided if the proxy instruction is one of multiple instructions being given. All forms must

be signed and returned together in the same envelope.

5. As at 15 April 2024 (being the last business day prior to the publication of this notice), the

Company’s issued share capital was 271,902,191 Ordinary Shares of 1p each in the capital

of the Company, carrying one vote each. Therefore, the total voting rights in the Company

as at 15 April 2024 was 271,902,191.

6. Any person to whom this notice is sent who is a person nominated under Section 146 of

the Companies Act 2006 to enjoy information rights (a “Nominated Person”) may, under

an agreement between them and the member by whom they were nominated, have a

right to be appointed (or to have someone else appointed) as a proxy for the meeting. If a

Nominated Person has no such proxy appointment right or does not wish to exercise it, they

may, under any such agreement, have a right to give instructions to the shareholder as to

the exercise of voting rights.

7. The statement of the rights of members in relation to the appointment of proxies in

paragraphs 3 and 4 above does not apply to Nominated Persons. The rights described in

those paragraphs can only be exercised by members of the Company.

8. Appointment of a proxy will not preclude a member from subsequently attending and voting

at the meeting should they subsequently decide to do so. You can only appoint a proxy

using the procedures set out in these notes and the notes to the form of proxy.

9. The Register of Directors’ Interests will be available for inspection at the meeting. Where

theCompany holds a virtual meeting, the Register of Directors’ Interests will be available

forinspection on the Company’s website www.foresightvct.com.

10. Information regarding the meeting, including the information required by Section 311A of

theCompanies Act 2006, is available from www.foresightvct.com.

11. A vote withheld is not a vote in law, which means that the vote will not be counted in the

calculation of votes for or against the resolution. If you either select the “Discretionary”

option or if no voting indication is given, your proxy will vote or abstain from voting at their

discretion. Your proxy will vote (or abstain from voting) as they think fit in relation to any

other matter which is put before the meeting.

Financial Statements

109

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Notes continued

12. A form of proxy and reply paid envelope is enclosed. To be valid, it should be lodged

withthe Company’s registrar, Computershare Investor Services plc, The Pavilions,

Bridgwater Road, Bristol BS99 6ZZ or the proxy must be registered electronically at

www.investorcentre.co.uk/eproxy, in each case so as to be received no later than 48

hours (excluding non-working days) before the time appointed for holding the meeting or

any adjourned meeting. To vote electronically, you will be asked to provide your Control

Number, Shareholder Reference Number and PIN, which are detailed on your proxy

form. This is the only acceptable means by which proxy instructions may be submitted

electronically.

CREST members who wish to appoint a proxy or proxies through the CREST

electronicproxy appointment service may do so for the meeting (and any adjournment

of the meeting) by following the procedures described in the CREST Manual (available

viawww.euroclear.com). CREST personal members or other CREST sponsored members

(and those CREST members who have appointed a voting service provider) should refer to

their CREST sponsor or voting service provider, who will be able to take the appropriate

action on their behalf.

In order for a proxy appointment or instruction made by means of CREST to be valid, the

appropriate CREST message (a “CREST Proxy Instruction”) must be properly authenticated

in accordance with Euroclear UK & International Limited’s (“EUI”) specifications and

must contain the information required for such instructions, as described in the CREST

Manual. The message (regardless of whether it constitutes the appointment of a proxy or

an amendment to the instruction given to a previously appointed proxy) must, in order

to be valid, be transmitted so as to be received by the issuer’s agent (ID 3RA50) by the

latest time(s) for receipt of proxy appointments specified above in this note 12. For this

purpose, the time of receipt will be taken to be the time (as determined by the timestamp

applied to the message by the CREST Applications Host) from which the issuer’s agent is

able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.

After this time any change of instructions to a proxy appointed through CREST should be

communicated to them by other means.

CREST members (and, where applicable, their CREST sponsors or voting service providers)

should note that EUI does not take available special procedures in CREST for any particular

messages. Normal system timings and limitations will therefore apply in relation to the input

of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to

take (or, if the CREST member is a CREST personal member or sponsored member or has

appointed a voting service provider, to procure that their CREST sponsor or voting service

provider takes) such action as shall be necessary to ensure that a message is transmitted by

means of the CREST system by any particular time.

In this connection, CREST members (and, where applicable, their CREST sponsors or

voting service providers) are referred, in particular, to those sections of the CREST Manual

concerning practical limitations of the CREST system and timings. The Company may treat

as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the

Uncertificated Securities Regulations 2001.

13. Under Section 319A of the Companies Act 2006, the Company must answer any question

you ask relating to the business being dealt with at the meeting unless answering the

question would interfere unduly with the preparation for the meeting or involve the

disclosure of confidential information or the answer has already been given on a website in

the form of an answer to a question or it is undesirable in the interests of the Company or

the good order of the meeting that the question be answered.

14. Pursuant to Chapter 5 of Part 16 of the Companies Act 2006 (Sections 527 to 531), where

requested by a member or members meeting the qualification criteria, the Company must

publish on its website, a statement setting out any matter that such members propose to

raise at the meeting relating to the audit of the Company’s accounts (including the Auditor’s

Report and the conduct of the audit) that are to be laid before the meeting. Where the

Company is required to publish such a statement on its website it may not require the

members making the request to pay any expenses incurred by the Company in complying

with the request, it must forward the statement to the Company’s auditor no later than the

time the statement is made available on the Company’s website and the statement may be

dealt with as part of the business of the meeting.

Financial Statements

110

Foresight VCT plc

Annual Report and Accounts 31 December 2023

C Shares Dividend History and NAV Total Return

The C Share class was launched in 1999. To provide an accurate NAV Total Return per share

in relation to the original C Share class, we have rebased dividends and NAV to account

for the merger of the original Ordinary Share class and the C Share class in January 2007

(conversion ratio of 1) and the subsequent reconstruction of the merged share class (this being

the current share class) to rebase the NAV per share to 100p in March 2011 (conversion ratio of

0.554417986).

C Shares (converted into Ordinary Shares in January 2007):

Dividend per share

(rebased)

18 August 2023 2.2p

30 June 2023 2.4p

21 October 2022 2.2p

24 June 2022 2.5p

25 June 2021 2.1p

19 June 2020 1.8p

4 May 2019 2.8p

4 May 2018 2.8p

29 September 2017 2.2p

3 April 2017 2.8p

1 April 2016 3.9p

13 March 2015 3.3p

14 March 2014 5.5p

14 June 2013 2.8p

23 March 2012 4.15p

C Shares (converted into Ordinary Shares in January 2007) continued:

Dividend per share

(rebased)

17 June 2011 2.8p

29 May 2009 1.0p

7 March 2008 5.0p

26 January 2007 2.0p

27 May 2005 0.5p

1 August 2004 0.5p

22 September 2003 0.75p

30 June 2003 0.75p

24 March 2003 0.75p

7 June 2002 1.0p

11 March 2002 2.5p

26 July 2001 2.0p

Total 63.0p

NAV per C Share rebased

47.6p

NAV Total Return per C Share

110.6p

1. Based on an original 100.0p invested in the original C Share class launched in 1999.

For information on the dividend history and NAV Total Return in relation to the original Ordinary

Share class (which merged with the current class of share in January 2007) please refer to

page9.

Financial Statements

111

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Glossary of Terms

AIC The Association of Investment Companies is the United Kingdom

trade association for the closed-ended investment company industry.

VCT A Venture Capital Trust as defined in the Income Tax Act 2007.

Net Asset Value or NAV The Net Asset Value (“NAV”) is the amount by which total assets

exceed total liabilities, i.e. the difference between what the

Company owns and what it owes. It is equal to shareholders’ equity,

sometimes referred to as shareholders’ funds.

Net Asset Value per share

or NAV per share

Net Asset Value expressed as an amount per share.

NAV Total Return since

inception

The sum of the published NAV per share rebased by the conversion

ratios as set out on page 9 of 32.8p (2022: 33.4p) plus all dividends

paid per share since inception rebased, being 201.1p (2022:

197.9p). This giving a NAV Total Return of 233.9p (2022: 231.3p).

Movement in Net Asset

Value Total Return

This is the movement in the NAV per share at the start of the year

to the NAV per share at the end of the year plus all dividends paid

per share in the year. The NAV at the start of the year was 87.5p

(2022: 90.1p), dividends paid during the year were 8.4p (2022: 8.5p)

with NAV at the end of the year being 85.9p (2022: 87.5p); as such,

NAV Total Return at the end of the year was 94.3p (2022: 96.0p).

Therefore, the movement in Net Asset Value Total Return in the year

is 7.8% (2022: 6.5%).

Share Price Total Return The sum of the current share price rebased by the conversion

ratios as set out on page 9 of 29.9p (2022: 29.2p) plus all dividends

paid per share since inception rebased, being 201.1p (2022:

197.9p). This giving a Share Price Total Return of 231.0p (2022:

227.1p).

Discount to NAV A discount to NAV is the percentage by which the mid-market share

price of the Company of 78.5p (2022: 76.5p) is lower than the Net

Asset Value per share of 85.9p (2022: 87.5p). This giving a discount

to NAV of 8.6% (2022: 12.6%).

Dividends paid in the year The total dividends paid in the year per share of 8.4p (2022: 8.5p).

Dividend yield The sum of dividends paid during the year of 8.4p (2022: 8.5p)

expressed as a percentage of the mid-market share price at the

year-end date of 78.5p (2022: 76.5p). This giving a dividend yield of

10.7% (2022: 11.1%).

Shares bought back in the

year

The total number of shares which were bought back in the year,

being 6,784,285 (2022: 11,429,802).

Average discount on

buybacks

The average of the percentage by which the buyback price is lower

than the Net Asset Value per share at the point of the buyback.

Ongoing charges ratio The sum of expenditure incurred in the ordinary course of business,

being £4.7 million (2022: £4.4 million), expressed as a percentage

of the average of the quarterly net assets throughout the year

in accordance with the AIC’s recommended guidance, being

£211.9million (2022: £197.4 million).

IRR The internal rate of return on an investment.

Qualifying Company A company satisfying certain conditions under the VCT legislation.

The conditions are detailed but include that the company must be

unquoted (companies listed on AIM or AQUIS can qualify), have a

permanent establishment in the UK, apply the money raised for the

purposes of growth and development for a qualifying trade within

a certain time period and not be controlled by another company.

There are additional restrictions relating to the size and stage of the

company to focus investment into earlier-stage businesses, as well

as maximum investment limits (certain of such restrictions and limits

being more flexible for “knowledge intensive” companies). VCT

funds cannot be used by a Qualifying Company to acquire shares in

another company or a trade.

Qualifying investment An investment which consists of shares or securities first issued to

the VCT (and held by it ever since) by a Qualifying Company and

satisfying certain conditions under the VCT legislation.

Manager Foresight Group LLP.

Financial Statements

112

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Financial Conduct Authority

Beware of share fraud

Fraudsters use persuasive and high-pressure tactics to lure

investors into scams.

They may offer to sell shares that turn out to be worthless

ornon-existent, or to buy shares atan inflated price in

returnfor an upfront payment.

While high profits are promised, if you buy or sell shares in

this way you will probably lose yourmoney.

How to avoid share fraud

ș Keep in mind that firms authorised by the FCA are unlikely

to contact you out of the blue with an offer to buy or sell

shares.

ș Do not get into a conversation, note the name of the

person and firm contacting you and then end the call.

ș Check the Financial Services Register from www.fca.org.uk

to see if the person and firm contacting you is authorised

by the FCA.

ș Beware of fraudsters claiming to be from an authorised

firm, copying its website or giving you false contact details.

ș Use the firm’s contact details listed on the Register if you

want to call it back.

ș Call the FCA on 0800 111 6768 if the firm does not have

contact details on the Register oryou are told they are out

of date.

ș Search the list of unauthorised firms to avoid at

www.fca.org.uk/scams.

ș Consider that if you buy or sell shares from an

unauthorised firm you will not have access to the Financial

Ombudsman Service or Financial Services Compensation

Scheme.

ș Think about getting independent financial and professional

advice before you hand over any money.

ș Remember: if it sounds too good to be true, it probably is!

Report a scam

If you are approached by fraudsters please tell the FCA using

the share fraud reporting form atwww.fca.org.uk/scams,

where you can find out more about investment scams.

You can also call the FCA Consumer Helpline on

08001116768.

If you have already paid money to share fraudsters you

should contact Action Fraud on 0300123 2040.

In association with

5,000 people contact the Financial Conduct Authority about

share fraud each year, with victims losing an average of £20,000.

Financial Statements

113

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Shareholder Information

For details on the Company’s investment policy please refer

to the Strategic Report.

www.foresightvct.com

Enquiries

The Board and Manager are always keen to hear from

investors. If you have any feedback about the service you

receive or any queries relating to Foresight VCT plc, please

contact the Investor Relations team:

020 3667 8181

InvestorRelations@foresightgroup.eu

www.foresightgroup.eu

Annual and Half-Yearly Reports, as well as quarterly

factsheets and information on new investments, can be

viewed online.

As part of the Manager’s investor communications policy,

investor forums are held throughout the year. Shareholders

can also arrange a mutually convenient time to meet the

Manager’s investment team. Please contact Investor Relations

if you are interested.

Dividends

All cash dividends will be credited to your nominated

bank/building society account. Your options are:

ș Receive your dividends in sterling via direct credit to a

UKdomiciled bank account

ș Reinvest your dividends for additional shares in the

Company through our dividend reinvestment scheme

ș Overseas holders can have their dividend payments paid

in local currency into their local bank.

www.investorcentre.co.uk

Investors can manage their shareholding online using Investor

Centre, Computershare’s secure website.

Shareholders just require their Shareholder Reference

Number (“SRN”), which can be found on any communications

previously received from Computershare, to access the

following:

Holding enquiry Balances | Values History | Payments |

Reinvestments

Payments enquiry Dividends | Other payment

Address change Change registered address to which all

communications are sent

Bank details update Please ensure bank details are up to

date in order to receive your dividends

Outstanding payments Reissue payments using our online

replacement service

Downloadable forms Dividend mandates | Stock transfer |

Dividend reinvestment | Change of address

Alternatively, you can contact Computershare by phone on

0370 703 6388

Key dates

Annual General Meeting 4 June 2024

Half-Yearly results to 30 June 2024 September 2024

Annual results to 31 December 2024 April 2025

Foresight VCT plc is a Venture Capital Trust aiming to provide investors

with regular dividends and capital growth from a portfolio of investments

infast‑growing unquoted companies in the UK.

Financial Statements

114

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Additional Information

We respect your privacy and are committed to protecting

your personal data. If you would like to find out more about

the measures the Manager takes in processing your personal

information, please refer to the privacy policy, which can be

found at www.foresightgroup.eu/privacy-policy.

Trading shares

The Company’s shares are listed on the London Stock

Exchange. Share price information is available on Foresight

Group LLP’s website and can also be obtained from many

financial websites.

The Company’s shares can be bought and sold in the same

way as any other quoted company on the London Stock

Exchange via a stockbroker. The primary market maker for

Foresight VCT plc is Panmure Gordon & Co.

You can contact Panmure Gordon by phone on

0207 886 2716 or 0207 886 2717

Investment in VCTs should be seen as a long-term investment

and shareholders selling their shares within five years of

original subscription may lose any tax reliefs claimed.

Investors who are in any doubt about selling their shares

should consult their independent financial adviser.

Please contact the Manager if you or your adviser have any

questions about this process.

Important information

Foresight VCT plc currently conducts its affairs so that

its shares can be recommended by IFAs to ordinary retail

investors in accordance with the FCA’s rules in relation to

non-mainstream pooled investment products and intends to

continue to do so for the foreseeable future.

The shares are excluded from the FCA’s restrictions which

apply to non-mainstream pooled investment products

because they are shares in a VCT.

Past performance is not necessarily a guide to future

performance. Stock markets and currency movements may

cause the value of investments and the income from them to

fall as well as rise and investors may not get back the amount

they originally invested. Where investments are made in

unquoted securities and smaller companies, their potential

volatility increases the risk to the value of, and the income

from, the investment.

Financial Statements

115

Foresight VCT plc

Annual Report and Accounts 31 December 2023

Corporate Information

Company number

03421340

Directors

Margaret Littlejohns (Chair)

Patricia Dimond

David Ford (appointed 1 January 2023)

Jocelin Harris

Dan Sandhu (appointed 1 January 2023)

Gordon Humphries (retired 15 June 2023)

Company Secretary

Foresight Group LLP

The Shard

32 London Bridge Street

London

SE1 9SG

Manager

Foresight Group LLP

The Shard

32 London Bridge Street

London

SE1 9SG

Auditor

Deloitte LLP

20 Castle Terrace

Edinburgh

EH1 2DB

Solicitors and VCT Status Advisers

Shakespeare Martineau LLP

No. 1 Colmore Square

Birmingham

B4 6AA

and

60 Gracechurch Street

London

EC3V 0HR

Registrar

Computershare Investor Services plc

The Pavilions

Bridgwater Road

Bristol

BS99 6ZZ

Market Maker

Panmure Gordon & Co

One New Change

London

EC4M 9AF

Banker

Lloyds Bank plc

25 Gresham Street

London

EC2V 7HN

Financial Statements

116

Foresight VCT plc

Annual Report and Accounts 31 December 2023

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Foresight VCT plcAnnual Report and Accounts 31 December 2023

Foresight VCT plc

The Shard

32 London Bridge Street

London

SE1 9SG