Annual Report and Accounts
31 December 2025

Foresight
Enterprise
VCT plc

Foresight Enterprise 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
across theUK.
Our Purpose
Key objectives
Awards
Key dates
Annual General Meeting 11 June 2026
Half-yearly results
to 30 June 2026 September 2026
Annual results
to 31December2026 April 2027
Payment of annual
dividends of at least 5% of
the NAV per share based
on the opening NAV per
share of that financial year
Growth in Net Asset Value
Total Return above a
5% annual target while
continuing to grow the
Company’s assets
Maintaining a programme
of regular share buybacks
at a discount of 5%, subject
to market conditions
Implementation of a
significant number of new
and follow‑on investments
every year, exceeding
deployment requirements
to maintain VCT status

www.foresightenterprisevct.com
Introduction
2 Financial Highlights
4 Chair’s Statement
Strategic Report
10 Evolution of Foresight Enterprise VCT plc
11 Company Objectives and KPIs
15 Manager’s Review
29 Top Ten Investments
34 Portfolio Overview
37 About the Manager
39 Co‑Investments
42 Stakeholders and s.172
52 Responsible Investment
56 Risks
61 Viability Statement
Governance
63 Board of Directors
65 Directors’ Report
71 Corporate Governance
77 Audit Committee Report
79 Directors’ Remuneration Report
83 Statement of Directors’ Responsibilities
Contents
Financial Statements
85 Independent Auditor’s Report
92 Statement of Comprehensive Income
93 Reconciliation of Movements in Shareholders’ Funds
95 Balance Sheet
96 Cash Flow Statement
97 Notes to the Accounts
116 Notice of Annual General Meeting
120 Glossary of Terms
121 Financial Conduct Authority
122 Shareholder Information
123 Additional Information
124 Corporate Information
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Annual Report and Accounts 31 December 2025
Strategic ReportIntroduction Governance Financial Statements

Financial Highlights
In the year, the Company achieved a dividend yield of 12.6%
1
.
ș Adding back dividends paid of 5.9p to Net Asset Value (“NAV”) at the year end of 49.8p, gives a NAV Total Return per share for
the year of 2.2%.
ș The value of the investment portfolio increased by £9.5 million in the year. This was driven by an investment sale and loan
repayment totalling £8.9 million exclusive of interest, offset by £14.0 million of new and follow‑on investments and an increase
of £4.4 million in the valuation of investments.
ș Six new investments costing £7.9 million and 11 follow‑on investments costing £6.1 million weremade during the year.
ș The Company fully exited its investment in Hospital Services Group Limited, realising gains of £7.6 million in the period.
Including accrued interest of £0.5 million, the investment returned proceeds of £9.3 million on completion.
ș A special dividend of 3.1p per share was paid on 16 May 2025, returning £9.8 million to Shareholders.
ș An interim dividend of 2.8p per share was paid on 18 July 2025, returning £8.8 million to Shareholders.
ș The offer for subscription launched on 6 January 2026 was closed to applications on 29January2026 and raised a total
of£38.6 million after expenses.
£155.6m
Total net assets
as at 31 December 2025
49.8p
NAV per share
as at 31 December 2025
£4.4m
Increase in valuation
of investments
in the year ended
31 December 2025
5.9p
Dividends paid
1
3.1p 16 May 2025
2.8p 18 July 2025
1. Definitions of these Alternative Performance Measures (“APMs”) can be found in the Glossary on page 120.
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Financial Highlights
Key metrics Place of business
of portfolio companies
1 year 3 years 5 years
NAV Total Return for the period shown to 31December2025
1
2.2% 14.6% 38.3%
31 December
2025
31 December
2024
Total net assets £155.6m £162.8m
Net Asset Value per share 49.8p 54.5p
NAV Total Return in the year
1
2.2% 6.6%
Share price 46.8p 50.5p
Share Price Total Return
1
138.2p 136.0p
Dividends per share paid in the year
1
5.9p 15.4p
Dividend yield
1
12.6% 30.5%
Shares in issue 312,434,761 298,828,254
2025 2024
Discount to NAV at year end
1
6.0% 7.3%
Average discount on buybacks
1
5.0% 5.0%
Shares issued through fundraising 17,703,296 49,802,894
Shares issued under the dividend reinvestment scheme 4,946,026 8,770,397
Shares bought back during the year under review
1
9,042,815 16,473,505
Ongoing charges ratio (based on net assets at 31 December)
1,2
2.35% 2.25%
1. Definitions of these Alternative Performance Measures (“APMs”) can be found in the Glossary on page 120.
2. Special dividends paid during the year have been added back to year‑end net assets and the performance incentive accrual has been added back to total expenses
in the year.
Key
Technology, Media & Telecommunications
Industrials & Manufacturing
Healthcare
Business Services
Consumer & Leisure
Other
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Strategic ReportIntroduction Governance Financial Statements

Chair’s Statement
“ I am pleased to present the
audited Annual Report and
Accounts for the year ended
31December 2025 and to
report a Net Asset Value Total
Return of 2.2% for the year,
including a dividend yield of
12.6%.”
Michael Gray
Chair of Foresight Enterprise VCT plc
49
Investments as at
31 December 2025
£4.4m
Increase in valuation of
investments in the year ended
31 December 2025
£8.9m
Cash proceeds generated from
loan repayments and disposal
of investments in the year
ended 31 December 2025
Portfolio overview
As we publish the Annual Report and Accounts, the
geopolitical situation remains a matter of concern, with
heightened global tensions, shifting trade dynamics, and
continued uncertainty influencing economic conditions across
markets. These external factors have created a challenging
backdrop for businesses and investors alike, underscoring
the importance of resilience, disciplined management, and a
clear strategic focus.
Overview of 2025
The UK economy continued its gradual recovery in 2025,
building on the modest progress seen in 2024. Economic
growth strengthened slightly, with UK GDP forecast to
have expanded by around 1.5% over the year, fuelled in
part by increased public spending and real wage growth.
Nevertheless, this improvement was tempered by ongoing
global uncertainty, trade policy instability and a labour
market showing signs of softening as the year progressed.
The Company’s portfolio in aggregate performed well against
this backdrop, aided by its regional diversification. Though
some individual investee companies are still struggling with
weak consumer demand, supply chain issues and labour
shortages, the Manager continues to work closely with such
companies to help them manage through these difficulties.
Onthe other hand, other investee companies are flourishing
and we are encouraged by some profitable exits recently
asthe M&A market hasstarted to pick up. In the year ended
31 December 2025, the valuation of investments in the
portfolio increased by £4.4 million, excluding the impact
ofexits and new investments.
Strategy
The Board believes that it is in the best interests of
Shareholders to continue to pursue a strategy of:
ș Payment of annual dividends of at least 5% of the NAV
pershare based on the opening NAV per share of that
financial year
ș Growth in Net Asset Value Total Return above a 5% annual
target while continuing to grow the Company’s assets
ș Maintaining a programme of regular share buybacks
atadiscount of 5%, subject to market conditions
ș Implementation of a significant number of new and
follow‑on investments every year, exceeding deployment
requirements to maintain VCT status
Central to the Company being able to achieve these
objectives is the ability of the Manager to source and
complete attractive new qualifying investment opportunities
and exits.
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Chair’s Statement
Performance and portfolio activity
Net Asset Value per share decreased from 54.5p at
31December 2024 to 49.8p at 31 December 2025; however,
this reduction is largely the mechanical result of distributing
5.9p in dividends over the year. When those dividend
payments are added back, the NAV Total Return per share
was 2.2% for the year. This highlights that, despite the lower
year‑end NAV, Shareholders experienced a meaningful gain
once income distributions are taken into account. The NAV
Total Return per share from an investment in the Company’s
shares made five years ago is 38.3% in total or circa 7.7%
per annum, 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. Factoring in the 30% upfront income
tax relief as well as fees paid on entry, a 5% discount on
buyback, and assuming that dividends are reinvested when
paid, £10,000 invested on 1 January2021 would have
yielded £15,979 as at 31 December 2025, representing a
capital gains tax-exempt gain of £5,979 or an 12.0% average
return per annum. Note this does not include a potential
further £2,124 tax-credit receivable on dividends reinvested.
During the year, the Manager completed six new investments
and 11 follow-on investments totalling £7.9 million and
£6.1million respectively. The Manager successfully disposed
of Hospital Services Group Limited, generating proceeds of
£9.3 million, including £0.5 million of accrued interest, with
potential for a further £0.4 million of deferred consideration
in the coming years. Including the £0.9 million of cash
returned during the investment period, this represents an
exceptional return of 8.2 times the original investment.
The Manager also exited two challenged businesses,
Biotherapy Services Limited and Vio Healthtech Limited, for
nil proceeds during the period and received a £0.1 million
loan repayment from Positive Response Corporation Ltd.
Further details of these investments and realisations can be
found in the Manager’s Review.
After the year end, the Company made one new and four
follow-on investments totalling £4.5 million. Further details
ofthese investments can be found in the Manager’sReview.
The Manager continues to see a good pipeline of potential
investments sourced through its regional networks and
well‑developed relationships with advisers and the SME
community. It is also focused on supporting the existing
portfolio through the current economic climate. Following
the successful fundraise launched in January 2026, the
Company is in a position to fully support the portfolio,
whereappropriate, and exploit potential attractive
investment opportunities.
An offer for subscription to raise further funds was launched
on 6 January 2026. The offer was closed to applications on
29 January 2026 and raised gross proceeds of £40.0 million,
£38.6 million after expenses, as detailed in the post-balance
sheet events in note 20. The Board would like to thank those
existing Shareholders who supported this offer and welcome
all new Shareholders to the Company.
The Board and the Manager are confident that a number
ofnew and follow-on investments can be achieved this year.
Details of each of these new, existing and former portfolio
companies can be found in the Manager’s Review.
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 52 to 55 of the Manager’s Review.
Dividends
A special interim dividend of 3.1p per share was declared
on 15 April 2025 based on an ex-dividend date of 1May
2025 and a record date of 2 May 2025. Thisdividend was
paid on 16 May 2025, returning £9.8million to Shareholders.
Additionally, an interim dividend of 2.8p per share was
declared on 24 June 2025 based on an ex‑dividend date
of 3 July 2025 and a record date of 4July 2025. This
dividend was paid on 18July2025, returning £8.8 million to
Shareholders.
As noted in prior Annual Report and Accounts, and in light
of the change in portfolio towards earlier‑stage, higher‑risk
companies as required by the VCT rules, the Board felt it
prudent in 2020 to adjust the dividend policy towards a
targeted annual dividend yield of 5% of NAV per annum.
The Board and the Manager’s aspiration is that this may
be enhanced by additional special dividends as and when
particularly successful portfolio exits are made.
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Chair’s Statement
Buybacks
Buybacks in the year totalled £4.3 million and the Board is
pleased to have achieved an average discount of 5.0% to
the Net Asset Value per share. The Board continues to have
an objective of maintaining buybacks at adiscount of 5%,
subject to market conditions.
Management charges
The annual management fee is an amount equal to 2.0% of
net assets, as it was in the prior year. If the ongoing charges
of the Company, as defined in the Glossary of Terms, exceed
2.35%, the Company is entitled to reduce the fees paid to the
Manager by the amount of the excess and is borne by the
Manager through a reduction in its fees. The excess for the
year ended 31December 2025 was £284,000 (excess for the
year ended 31 December 2024: £nil).
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 all its responsibilities.
The forthcoming AGM will be my last as a Director and
Chair of the Company. My sincere thanks go to you as
Shareholders and to the Manager for your support during the
past nine years. I know the Company is in good hands and I
wish it and each of you further success in the future.
Annual General Meeting
The Company’s Annual General Meeting will take place on
11June 2026 and we look forward to meeting as many of
you as possible in person. Please refer to the formal notice
on pages 116 to 117 for further details in relation to the
format ofthis year’s meeting.
We would encourage you to submit your votes by proxy ahead
of the deadline of 1.30pm on 9 June 2026 and to forward any
questions by email to InvestorRelations@ foresightgroup.eu in
advance of themeeting.
Changes to upfront income tax relief on VCTs
In the November 2025 Budget, the government confirmed
that upfront income tax relief on new VCT investments
would fall from 30% to 20% from 6 April 2026. Although this
reduction is disappointing, it is important to note that the
tax‑free status of VCT dividends and capital gains will remain
unchanged. Alongside this, the government also outlined
plans to raise the investment limits for VCT qualifying
businesses.
The overall effect of these changes on the VCT sector is still
uncertain. A decrease in tax relief may reduce fundraising
activity, particularly during the 2026/27 tax year. However,
we continue to view VCTs as an attractive option for
investors, especially at a time when fewer tax-efficient
planning opportunities are available elsewhere. We will also
keep advocating against this change and highlighting the
vital contribution that VCTs make to the wider economy by
supporting early‑stage companies, encouraging innovation
and boosting employment.
Outlook
The UK economy entered 2026 with cautious signs of
improvement before the outbreak of conflict in Iran added
significant uncertainty to the outlook. Recent forecasts now
expect UK GDP growth of around 1.1% in 2026, downgraded
from earlier projections amid escalating energy costs and
weakening confidence across households and businesses.
Inflation, previously on track to ease towards the Bank of
England’s 2% target, is now projected to remain elevated and
potentially end the year higher than previously expected due
to sustained energy price movements.
The conflict has intensified global geopolitical risks, with
economists warning that prolonged disruption to oil and
gas supplies could weigh more heavily on UK growth, hinder
prospects for interest rate cuts and raise the threat of
stagflation later in the year.
Consumer confidence and business investment remain
fragile, with private sector investment forecast to contract
in 2026 amid reduced profitability, weaker real income
growth and tighter fiscal pressures. In addition, uncertainties
around long-term fiscal credibility and the durability of the
government’s policy platform have the potential to unsettle
financial markets further. These economic conditions may
prove challenging for our investee companies, which are
unquoted, small, early‑growth businesses and therefore more
exposed to fluctuations in demand, labour market constraints
and limited liquidity compared with larger listed companies.
Nonetheless, the Company’s current portfolio of investments
is highly diversified by number, business sector, size and stage
of development and overall has already demonstrated its
relative resilience in recent difficult economic and geopolitical
circumstances. We are confident that this approach will continue
to provide some protection in future volatile marketconditions.
The Manager is continuing to see a promising pipeline of
potential investments, both new and follow‑on, which are
sourced nationally through its established regional network.
The recent, successful fundraise will provide the necessary
resources to make selective acquisitions from emerging
investment opportunities. Although economic growth may be
subdued, and markets potentially turbulent, in the months
ahead, we believe the Company’s generalist and diversified
portfolio continues to be well positioned to generate long‑
term value for Shareholders.
Michael Gray
Chair
21 April 2026
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Chair’s Statement
NAV bridge (£m)
NAV at
1 January 2025
Funds
raised
(gross of
expenses)
Realised
gains
Interests and
dividends
received
Other
expenses
and income
Unrealised
movement
Management
and
secretarial fees
Dividends
paid
(excluding dividends
reinvested)
NAV at
31 December 2025
Buybacks
0.0
20.0
40.0
60.0
80.0
100.0
120.0
140.0
160.0
180.0
200.0
162.8
10.0
6.0
3.2
(1.0)
(1.3)
(3.7)
(4.3)
(16.1)
155.6
Increase Decrease Total
Dividends paid and NAV Total Return (pence)
Dividends paid (p)
NAV Total Return (p)
2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
Dividends paid (p) NAV Total Return (p)
0
2
4
6
8
10
12
14
16
18
80.0
90.0
100.0
110.0
120.0
130.0
140.0
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Chair’s Statement
Dividend history
(Since share consolidation in 2005)
Ordinary Shares
1
Date
Dividend per
share (p)
18 July 2025 2.8
16 May 2025 3.1
15 November 2024 7.1
12 July 2024 3.3
19 January 2024 5.0
30 June 2023 3.3
30 December 2022 3.8
30 June 2022 3.5
18 June 2021 4.2
28 August 2020 2.8
16 August 2019 4.0
19 October 2018 4.0
Date
Dividend per
share (p)
17 July 2017 4.0
18 December 2015 4.0
26 April 2013 4.0
24 February 2012 5.0
4 February 2011 5.0
18 December 2009 5.0
26 December 2008 5.0
28 December 2007 5.0
15 December 2006 2.5
30 December 2005 5.0
Cumulative 91.4
NAV per share 49.8
NAV Total Return since the shareconsolidation 141.2
1. Excludes a 25.0p dividend paid on C Shares on 6 August 2015. C Shares were converted into Ordinary Shares on 10 August 2015.
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Strategic ReportIntroduction Governance Financial Statements

10 Evolution of Foresight Enterprise VCT plc
11 Company Objectives and KPIs
15 Manager’s Review
29 Top Ten Investments
34 Portfolio Overview
37 About the Manager
39 Co‑Investments
42 Stakeholders and s.172
52 Responsible Investment
56 Risks
61 Viability Statement
Strategic Report
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Foresight Enterprise VCT plc
Annual Report and Accounts 31 December 2025
Strategic Report
Introduction
Governance
Financial Statements

Evolution of Foresight Enterprise VCT plc
Foresight Group LLP (“Foresight”) is one of the longest‑serving VCT managers in the industry,
launching the first Foresight VCT in 1997. Acombination of organic growth and strategic acquisitions
now makes Foresight one of the largest and most diverse VCT managers in the industry.
2004
In August 2004, Foresight’s
private equity team was
appointed to manage
Advent 2 VCT plc, which
was subsequently renamed
Foresight 4 VCT plc.
2011
Foresight’s private equity team
was appointed manager of
Acuity Growth VCT (formerly
Acuity VCT 2 plc and previously
Electra Kingsway VCT 2 plc) on
24 February 2011, which was
renamed Foresight 5 VCT plc.
Foresight’s private equity team
was also appointed manager
of Acuity VCT 3 plc (formerly
Electra Kingsway VCT 3 plc) on
1April 2011.
2012
At the same time, Foresight
Clearwater VCT plc was
merged into the Ordinary Share
class of Foresight 4 VCT plc.
2012
Foresight 4 VCT plc acquired
the assets and liabilities of
both Foresight 5 VCT plc
and Acuity VCT 3 plc. On
6February2012, Foresight 5
VCT plc and Acuity VCT 3 plc
were merged into Foresight 4
VCT plc as a separate C Share
class.
2015
The C Shares were converted
into Ordinary Shares on
10August 2015.
2017
On 22 June 2017, Foresight
3 VCT plc was merged into
Foresight 4 VCT plc. The
enlarged Foresight 4 VCT plc
had combined net assets of
£77.0 million.
2021
With effect from 8July2021,
the Company’s name was
changed from Foresight 4
VCTplc to Foresight Enterprise
VCT plc.
2026
On 29 January 2026, the
Company closed its latest offer
to applications for subscription
after raising£38.6 million
afterexpenses.
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Annual Report and Accounts 31 December 2025
Strategic ReportIntroduction Governance Financial Statements

Company Objectives and KPIs
Objective
Progress against objective
KPIs
Growth in Net Asset Value Total Return
above a 5% annual target while continuing
to grow the Company’s assets
ș During the year, NAV per share decreased by 8.6% from 54.5p
at 31 December 2024 to 49.8p at 31 December 2025.
ș Including the payments of dividends totalling 5.9p in the year,
NAV Total Return per share at 31 December 2025 was 2.2%.
ș This positive movement is a result of the strategy and business
changes throughout the portfolio alluded to in this report.
2.2%
NAV Total Return
in year to 31 December 2025
(31 December 2024: 6.6%)
£155.6m
Total net assets
as at 31 December 2025
(31 December 2024: £162.8m)
Objective
Progress against objective
KPIs
Payment of annual dividends of at least 5%
of the NAV per share based on the opening
NAV per share of that financial year
ș A special dividend of 3.1p was paid on 16 May 2025 and an
interim dividend of 2.8p was paid on 18 July 2025.
ș This total payout of 5.9p per share exceeded the minimum
target dividend per share of 5% of the NAV per share of 54.5p
as at 31 December 2024, equating to 10.8% of NAV per share.
2.8p
Interim dividend paid
18 July 2025: 2.8p
(12 July 2024: 3.3p)
3.1p
Special dividends paid
16 May 2025: 3.1p
(19 January 2024: 5.0p,
15 November 2024: 7.1p)
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2.8p
3.3p
FY24 FY25
3.1p
12.1p
FY24 FY25
2.2%
6.6%
FY24 FY25
£162.8m
£155.6m
FY24
FY25

Company Objectives and KPIs
Objective
Progress against objective
KPIs
Implementation of a significant number of
new and follow‑on investments every year,
exceeding deployment requirements to
maintain VCT status
ș During the year, the Manager completed six new investments
and 11 follow-on investments costing £7.9 million and
£6.1million respectively.
ș The Board and the Manager are confident that a number of
new and follow‑on investments can be achieved in 2026 as the
ongoing economic difficulties and political turmoil are already
presenting unique investment opportunities. Details of each of
these new portfolio companies can be found in the Manager’s
Review.
£7.9m
New investment deployment
in year to 31 December 2025
(31 December 2024: £8.4m)
£6.1m
Follow-on deployment
in year to 31 December 2025
(31 December 2024: £6.0m)
Objective
Progress against objective
KPIs
Maintaining a programme of regular share
buybacks at a discount of 5%, subject to
market conditions
ș The Board is pleased to have achieved an average discount
across all buybacks of 5% to the NAV per share in the year and
continues to have an objective of maintaining buybacks at a
discount of 5%, subject to market conditions.
9,042,815
Number of shares bought back
in year to 31 December 2025
(31 December 2024: 16,473,505)
5.0%
Average discount on buybacks
in year to 31 December 2025
(31 December 2024: 5.0%)
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Strategic ReportIntroduction Governance Financial Statements
£7.9m
£6.0m
£8.4m
FY24 FY25
£6.1m
FY24 FY25
9,042,815
5.0%
16,473,505
FY24 FY25
5.0%
FY24 FY25

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. It is the intention to maximise
tax‑free income available to investors from a combination
of dividends and interest received on investments and the
distribution of capital gains arising from trade sales or
flotations.
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 payments, which, when combined,
give a positive overall NAV Total Return. Additional KPIs and
Alternative Performance Measures (“APMs”) reviewed by the
Board include the discount of the share price relative to the
Net Asset Value, which shows the percentage by which the
mid‑market share price of the Company is lower than the
Net Asset Value per share, and the ongoing charges ratio,
as defined in the Glossary of Terms. KPIs and APMs allow
performance comparisons to be made between VCTs.
A 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 capped at 2.35%
of net assets.
The Directors note that regular share buybacks at a
competitive discount to NAV is an essential KPI and also
accretive for existing Shareholders. Share buybacks were
completed at an average discount of 5.0%. Further details of
the Company’s KPIs can be found in the Glossary of Terms on
page 120.
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 objectives 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.
Other funds managed by Foresight
The Company may invest alongside other funds managed
or advised by Foresight. 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,
as agreed by the Board. Implementation of this policy 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 VCT plc, Foresight Technology VCT
plc, Foresight Ventures VCT plc, Foresight Nottingham Fund
LP, Foresight Regional Investment LP, Foresight Regional
Investment II LP, Foresight Regional Investment III LP, Foresight
Regional Investment IV LP, Foresight Regional Investment V
LP, Foresight Regional Investment VI LP, Foresight Regional
Investment VII LP, Foresight Regional Fund VIII LP, IFW-Equity
LP, MEIF ESEM Equity LP, Scottish Growth Scheme – Foresight
Group Equity Partners LP, NI Opportunities II LP, Foresight
West Yorkshire Business Accelerator LP, Foresight SYPA LP,
Foresight Inheritance Tax Solutions, Foresight Enhanced
Inheritance Tax Fund, ForesightSolar Fund Limited, Foresight
Environmental Assets Group Limited, Foresight Energy
Infrastructure Partners S.C.Sp, Foresight Energy Infrastructure
Partners II S.C.S.Sp, Foresight Group S.c.a. Sicav-sif, AIB
Foresight SME Impact 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, WHEB Asset
Management LLP, Liontrust Diversified Real Assets fund,
Cromwell Foresight Global Sustainable Infrastructure
Fund, Thames Ventures EIS, Foresight WAE Technology
EIS Fund, Foresight Italian Green Bond Fund, FP Foresight
Diversified Real Assets Fund, FP WHEB Sustainability Impact
Fund, WHEB Sustainable Impact Fund, Lyxor SEB Impact
Fund, Pengana WHEB Sustainable Impact Fund and WHEB
Environmental Impact Fund.
Company Objectives and KPIs
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Strategies for achieving objectives
As detailed below, the Company employs the following
strategies for achieving its objectives: adhering to its
investment policy, material changes to which will only be
made with Shareholder approval; adhering to VCT regulation;
and following its dividend and share buyback policies.
Investment policy
The Company will target 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. Cash is primarily held in
interest‑bearing accounts as well as in a range of permitted
liquidity investments.
UK companies
Investments are primarily made in companies which are
substantially based in the UK, although many will trade
overseas. The companies in which investments are made
must satisfy a number of tests set out in Part 6 of the Income
Tax Act 2007 to be classed as VCT qualifying holdings.
Asset mix
The Company aims to be significantly invested in 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 range 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 placement of an investor director
oninvestee company boards.
Borrowing powers
The Company has a borrowing limit of an amount not exceeding
an amount equal to 50% of the adjusted capital and reserves
(being the aggregate of the amount paid up on the issued share
capital of the Company and the amount standing to the credit
of its reserves). Whilst the Company does not currently borrow,
and has no plans to do so, its Articles allow it to do so.
VCT regulation
The investment policy is designed to ensure that the
Company continues to qualify and is approved as a VCT
byHMRC. Amongst other conditions, the Company may
not invest more than 15% of its total investments and cash
by VCT value, at the time of making the investment, in a
single company, must have at least 80% by VCT value of
its investments and cash (disregarding investments and
cash under grace periods) throughout the year in shares or
securities in qualifying holdings and must invest 30% of funds
raised in qualifying holdings within 12 months of the end of
the year in which those funds were raised.
In addition, in aggregate, 70% of a VCT’s qualifying
investments (30% for investments made before 6 April 2018
from funds raised before 6 April 2011) by VCT value must
be in ordinary shares which carry no preferential rights to
assets on a winding up or to dividends (apart from certain
non-cumulative fixed preferential rights). For each individual
investment, a minimum of 10% of the investment must be in
ordinary shares of that company.
Dividend policy
The Board will endeavour to pay annual dividends of at
least 5% of the NAV per share based on the opening NAV
ofthat financial year. The aim of the Board and the Manager
is for future investment performance to support this level
of distribution. This level of dividend may be exceeded 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. The Board continues to have an objective of achieving
and maintaining buybacks at a discount of 5% to the
prevailing NAV per share, subject tomarket conditions.
Company Objectives and KPIs
14
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Manager’s Review
As at 31 December 2025, the Company’s portfolio comprised 49 investments
with a total cost of £86.5 million and a valuation of £118.6 million.
Portfolio diversification
Technology, Media
&Telecommunications | 38%
Healthcare | 26%
Industrials &
Manufacturing | 14%
Business Services | 13%
Consumer & Leisure | 8%
Other | 1%
Technology, Media
&Telecommunications | 33%
Healthcare | 26%
Business Services | 14%
Industrials &
Manufacturing | 10%
Consumer & Leisure | 9%
Other | 8%
Sector by cost
Sector by valuation
Portfolio summary
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 29 to 33.
In the year to 31 December 2025, the value of the investment
portfolio increased by £9.5 million as a result of £14.0million
of new and follow‑on investments and an increase of
£4.4million in the valuation of investments, offset by a
strong exit and a loan repayment realising £8.9 million of
cash. Overall, the portfolio has performed reasonably well
despite uncertainty in the wider market, notably significant
geopolitical issues, the UK Budget and tariffs.
In line with the Board’s strategic objectives, we remain
focused on growing the Company through further
development of NAV Total Return. Although in the year under
review, the Company fell short of this target with a NAV Total
Return of 2.2%, the average annual total return over five years
of 7.7% shows that the Company remains broadly on track
over a longer time horizon.
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New investments
Although the UK M&A market had begun to improve in the
latter half of 2025, supported by falling inflation and interest
rates, the landscape has shifted following the outbreak of war
in Iran and the resulting disruption to global oil supply chains,
rising energy prices and heightened inflationary pressures.
These factors, together with ongoing disruption from AI and
other emerging technologies, require careful consideration
when assessing new investment opportunities and in
managing portfolio companies.
We have continued to invest in our deal origination
capabilities and identified a large number of potentially
attractive investment opportunities during the year.
Over the course of 2025, six new investments were
completed, investing a total of £7.9 million. New investments
were across healthcare, manufacturing, marketing and
tech-enabled services. Behind these, there continues
to be a strong pipeline of opportunities that we expect
toconvert during the next 12 months. Follow-on investments
totalling £6.1million were also made in 11 existing investee
companies.
Manager’s Review
In March 2025, the Company completed a £1.5 million
investment into Ad Signal, a provider of digital content
management software for the media and entertainment
industry. The company’s founder has strong technical
skills and significant experience in developing content
management solutions. The investment will enable the
company to develop further tools to support its customers
and add further blue-chip clients. To support these growth
ambitions, we invited Tom Toumazis MBE to join the team
as Non-Executive Chair. Tom brings a wealth of experience
in the media and entertainment industry, as well as being
involved with several early-stage technology businesses.
Ad Signal Limited
In August 2025, the Company completed a £1.5 million
investment into Aircards, a specialist technology‑led
augmented reality (“AR”) marketing agency, delivering
end‑to‑end immersive experiences to a range of
international blue-chip clients. Aircards has a strong
core agency offering, supported by two potentially
exciting technology products. The investment will help
fund continued growth, professionalise operations and
commercialise a scalable product set.
Aircards Ltd
In October 2025, the Company invested £1.0 million
into Bloemteknik, a Cardiff-based provider of precision
light-emitting diode (“LED”) lighting systems for commercial
greenhouses and vertical farms. The company was founded
in 2023 by two former General Electric (“GE”) horticulture
executives and has since built a reputation for best‑in‑class
product performance. The investment will support the
commercialisation of a proprietary software platform and
further penetration into existing and new geographies.
Bloemteknik Limited
In August 2025, the Company invested £1.5 million into
MyWay Digital Health, a UK-based digital health company
delivering a leading diabetes self-management platform.
Spun out from the University of Dundee in 2017, MyWay
Digital Health empowers patients and clinicians through
integrated personal health records, real‑time device
data and tailored education. The investment will enable
the company to accelerate growth, enhance operational
capacity and position itself for a strategic exit.
MyWay Digital Health Ltd
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Manager’s Review
New investments
In November 2025, the Company invested £1.7 million into
EnterpriseJungle, trading as EnterpriseAlumni, a category
leader in corporate alumni engagement software. The
software provides a platform for global enterprises to
build branded alumni communities that drive rehire and
referral hiring, brand advocacy and network‑led business
development. The investment will help scale the business
and accelerate growth initiatives.
EnterpriseJungle, Inc
In December 2025, the Company invested £0.7 million into
Asiaverify, an intelligence platform that provides data and
insights into more than 447 million entities across 13 Asian
jurisdictions. The platform is used by global businesses
performing Know Your Business (“KYB”) and Anti-Money
Laundering (“AML”) checks when engaging with merchants
and suppliers in Asia. The investment will allow continued
product development and expansion of the marketing and
sales teams.
Asiaverify Limited
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Follow-on investments
Given the size of the portfolio, the number of follow-on
investments relative to new deals remains high, a trend that
is expected to continue. These follow-on investments are to
support further growth initiatives for companies within the
portfolio, or to support them through a period of challenging
trading. We are pleased to report that, despite continuing
macroeconomic uncertainty and stubbornly high interest
rates, the portfolio remains resilient overall.
We have made follow-on investments in 11 companies during
2025, totalling £6.1 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 and providing cash headroom for further growth.
Inview of the economic outlook, which remains challenging,
we continue to be vigilant about the health of the rest of the
portfolio and the need for follow‑on funding over the coming
months.
Manager’s Review
In March 2025, the Company completed a £0.7 million
follow-on investment into Fourth Wall Creative. 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. The investment will support the continued growth
and development of the business.
Fourth Wall Creative Limited
In March 2025, the Company invested a further £0.6 million
into Evolve Dynamics. The investment will support the
company’s working capital and research and development
initiatives as the business continues to target both
private and public sector contracts. Evolve develops
and manufactures Unmanned Aircraft Systems and, since
investment, it has developed and begun to commercialise
two new systems.
Evolve Dynamics Limited
In February 2025, the Company completed a £1.5 million
follow‑on investment into Loopr (trading as “Looper
Insights”), a company providing data analytics to content
distributors and video-on-demand streaming services.
The investment will support the company’s next phase of
product development, the growth of the sales and business
development teams, and continue the rollout to new and
existing customers internationally, including regulators,
multinationals and local media outlets.
Loopr Ltd
In March 2025, the Company completed a £0.6 million
follow‑on investment into Ten Health Holdings, alongside
a£0.2million co-investment from senior management.
Thisfunding will primarily be used to launch a new
franchise model and enable Ten Health Holdings to open
a presence in locations across the UK, specifically beyond
London, andinternationally.
Ten Health Holdings Limited
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Manager’s Review
Follow-on investments
In April 2025, the Company completed a £0.3 million
investment into NorthWest EHealth (“NWEH”). This was
followed by a further £0.3 million in May 2025. NWEH is a
provider of technology‑enabled clinical trials services to
the pharmaceutical and life sciences sectors, leveraging
NHS electronic health records. The investments during the
year will enable NWEH further cash runway to convert
an important commercial opportunity, which has since
commenced.
NorthWest EHealth Limited
In July and November 2025, the Company completed two
follow-on investments totalling £0.6 million 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 drive continued revenue growth and develop further
iterations of the new product range.
Sprintroom Limited
In May 2025, the Company completed a £0.9 million
follow-on investment into HomeLink Healthcare. The
Company first invested into HomeLink in March 2022 and
completed a follow-on investment in March 2024. The
business partners with the NHS and private hospitals to
provide patients with wound care, physiotherapy and
intravenous therapies in their own homes. HomeLink is also
a leader in remote patient monitoring practices and offers
a virtual ward solution, which has now saved the NHS over
150,000 hospital bed days. The investment will support the
organic expansion of the company.
HomeLink Healthcare Limited
In July 2025, the Company completed a further investment
of £0.1 million into Strategic Software Applications, trading
as Ruleguard. Ruleguard is a SaaS regulatory compliance
platform for financial services institutions. The investment
will enable Ruleguard to continue to invest in its team and
secure high‑quality SaaS revenues from a growing customer
base.
Strategic Software Applications Ltd
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Manager’s Review
Follow-on investments
In December 2025, the Company invested £0.2 million
into Weduc Holdings, a software business providing a
communication platform into the education sector. The new
funding will accelerate growth and support product‑led
growth initiatives.
Weduc Holdings Limited
In September 2025, the Company completed a further
investment of £0.1 million into Navitas Group. 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.
Navitas Group Limited
In September 2025, the Company invested a further
£0.2million into 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.
Kognitiv Spark Inc
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Manager’s Review
Realisations
The M&A climate has proved more challenging recently in
light of the macroeconomic conditions of relatively high
interest rates and geopolitical uncertainty. Despite this,
wewere pleased to report a particularly strong realisation,
as well as the disposal of some of the more challenged
businesses within the portfolio. We continue 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.
In January 2025, the Company completed its sale of
Hospital Services Group Limited (“HSL”), a provider of
high-quality healthcare equipment and consumables.
The transaction generated proceeds of £8.8 million at
completion and £0.9 million in interest over the life of
the investment, with potential for a further £0.4 million of
deferred consideration over the coming years. This implies
a return and IRR of 8.2 times the original investment and
25.6% respectively. HSL provides equipment to a growing
number of customers on both sides of the Irish Sea, with
over 500 medical facilities supported in 2024. Since
investment, HSL has seen strong organic growth and has
made eight strategic bolt‑on acquisitions, most notably in
Ireland. The exit is reflective of Foresight’s commitment to
supporting sustainable growth.
Hospital Services Group Limited
In March 2025, the Company exited its holding in
Biotherapy Services Limited (“BTS”) to management for
nil proceeds. Despite promising early clinical results, BTS
struggled to complete its Phase IIB trial of its RAPID gel
product within its funding runway. The trial was significantly
hampered by COVID-19, with diabetic trial participants
needing to shield. BTS has recently published its data
andanalysis. Thecompany was fully written down in
December 2022.
Biotherapy Services Limited
In August 2025, the Company announced the sale of Vio
Healthtech to Ultrahuman, an Indian smart‑ring technology
company, for nil value after the business failed to build
commercial traction. Vio Healthtech was fully written down
in December 2022 and the sale will allow the technology to
continue to support women with their fertility goals under
new ownership.
Vio Healthtech Limited
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Realisations in the year ended 31 December 2025
Company Detail
Accounting cost
at date
of disposal
£
Proceeds
1
£
Realised
gain/(loss)
£
Valuation at
31 December
2024
£
Hospital Services Group Limited
2
Full disposal 1,200,000 8,787,773 7,587,773 9,272,696
Biotherapy Services Limited Full disposal 2,250,000 — (2,250,000) —
Vio Healthtech Limited Full disposal 689,928 — (689,928) —
Positive Response Corporation Ltd Loan repayment 100,000 100,000 — 100,000
Total disposals 4,239,928 8,887,773 4,647,845 9,372,696
1. Proceeds on exit excluding interest, dividends and exit fees where applicable.
2. Excludes £0.2 million of deferred consideration recognised within debtors as at 31 December 2025.
Manager’s Review
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Manager’s Review
Pipeline
At 31 December 2025, the Company had cash reserves of
£35 million, which will be used to fund new and follow‑on
investments, buybacks, dividends and corporate expenditure.
We are seeing a strong pipeline of new opportunities, with
several opportunities in due diligence or in exclusivity stages,
with further deal completions expected to be announced in
the months to follow.
Despite falling inflation and interest rates, debt remains
expensive by recent standards and the Bank of England has
not reduced interest rates at the speed expected. At the
global level, uncertainty remains with the Russia–Ukraine
conflict ongoing, a new widespread conflict in the Middle
East and ongoing tensions between China and the West.
These conflicts are likely to disrupt supply chains and create
volatility in the medium term. These conditions make equity
investment attractive for SMEs, wishing to strengthen their
balance sheets and manage uncertainty.
We continue to see an attractive pipeline of opportunities and
do 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, delivered by its
network of regional offices. We consider 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.
Post year-end activity
In January 2026, the Company made a £0.7 million
follow-on investment into Resi Design, a technology-enabled
architectural business that manages structural home
improvement projects from concept through to planning,
design, build and sign-off. This latest investment is expected
to support the refreshed management team in implementing
an improved business plan.
Resi Design Limited
In February 2026, the Company invested £2.0 million
into SAMP Technology Holdings, a technical engineering
consultancy with a bespoke asset performance
management and risk analysis software platform.
The platform enables customers to plan predictive
and preventative maintenance events, reducing plant
stoppages, extending useful lives and improving returns.
Theinvestment will help scale the business and aid in a
software platform rollout.
SAMP Technology Holdings Limited
In February 2026, the Company completed a £0.4 million
follow‑on investment into 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 drive
continued revenue growth and develop further iterations of
the new product range.
Sprintroom Limited
In February 2026, the Company completed a £1.1 million
follow-on investment into Fourth Wall Creative to support
the continued growth of the business. For further details on
Fourth Wall Creative, please see page 18.
Fourth Wall Creative Limited
In February 2026, the Company completed a £0.3 million
follow-on investment into Evolve Dynamics Limited
(“Evolve”). The investment will support the company’s
working capital and research and development initiatives
as the business continues to target both private and public
sector contracts. Evolve develops and manufactures
Unmanned Aircraft Systems and, since investment, it has
developed andbegun to commercialise two new systems.
Evolve Dynamics Limited
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Manager’s Review
Key portfolio developments
Material changes in valuation, defined as increasing or decreasing by £1.0 million or more since 31December 2024, are detailed
below. Updates on these companies are included below, in the Post year-end activity section on page 23, orin the Top Ten
Investments section on pages 29 to 33.
Key valuation changes in the year
Company Valuation methodology
Net movement
£
NorthWest EHealth Limited Discounted revenue multiple 2,694,246
Hexarad Group Limited Discounted revenue multiple 1,672,650
Aerospace Tooling Corporation Limited Discounted earnings multiple 1,528,509
Mizaic Ltd Discounted revenue multiple 1,189,861
TLS Holdco Limited Net assets (1,200,781)
Fourth Wall Creative Limited Discounted revenue multiple (1,685,981)
Rovco Limited Nil value (2,033,874)
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Manager’s Review
Key portfolio developments
Mizaic has developed MediViewer, an electronic document
management solution (“EDMS”) for healthcare providers.
Mizaic helps digitise and provide a single interface to provide
easy access to archived, paper‑based patient records and is
supporting the transition to a paperless NHS.
31 December 2025 update
Across 2025, Mizaic has continued to grow its core business,
onboarding additional NHS trusts during the year on to the
MediViewer platform and growing underlying ARR. Mizaic
completed the acquisition of an early‑stage, two‑person AI
healthcare company in October, which adds a new workflow
offering to Mizaic’s product suite.
Mizaic Ltd
Rovco, trading as Beam, was established in 2015 by CEO
Brian Allen as a provider of subsea infrastructure surveying
services, primarily for offshore wind.
31 December 2025 update
Despite positive interest from investors in a large growth
funding round at the beginning of 2025, this failed to
materialise, leaving the company insolvent. As such, after
thoroughly exploring all options, the directors resolved
to put the company into administration at the end
ofApril2025.
Rovco Limited
Aerospace Tooling Corporation Limited (“ATL”) provides
specialist inspection, maintenance, repair and overhaul
(“MRO”) services for components in high-specification
aerospace and industrial turbine engines. A core focus
for ATL is in “legacy” components and engines that are
still in widespread use but have ceased production and
do not have easily available spare parts. The company
also provides services on a wide range of “in production”
turbines, providing a cost-effective alternative to expensive
replacement parts.
31 December 2025 update
Throughout 2025, ATL implemented a series of
cost‑reduction measures, enhanced quality and operational
efficiency on the factory floor, and introduced significant
price increases across its customer base. These actions
collectively enabled the business to return to profitability.
The company also invested heavily in new CAPEX, which
secured a major new order. We remain supportive of the
business as it continues to grow its customer base and
expand its service offering.
Aerospace Tooling Corporation Limited
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Outlook
2025 was another year of measured recovery in the UK
economy, although global volatility remains given the
geopolitical environment. Inflation remained at historically
normalised levels, with the CPI index rising by 3.2% in the
year. This trend led to several interest rate reductions by
the Bank of England over the course of the year, totalling 1%
and resulting in a base rate of 3.75%. UK GDP growth was
estimated at 1.3%, an improvement on 2024, which was low
by global standards but in line with other mature economies.
Fourth-quarter GDP growth was 0.1%, so momentum is
limited heading into 2026.
UK GDP performance is expected to be the second strongest
in the G7 according to the IMF after the US, where growth
is underpinned by investment in AI among other factors.
However, inflation remains high compared with other
countries. The FTSE 100 performed strongly in 2025, rising
by 24%, outstripping growth seen by other developed stock
markets, such as the S&P 500. This strong performance
has been attributed to robust earnings and dividends and
continued overseas interest in UK assets. This trend has
continued so far in 2026 with improving economic conditions,
whilst other tech-heavy indices have suffered from the higher
volatility experienced in those sectors. CPI growth in January
fell further to 3.0%.
At the macro level, volatility and uncertainty remain.
Thegeopolitical landscape remains strained, with the
Russia–Ukraine conflict entering its fifth year and a new
conflict erupting in the Middle East, as well as continuing
tensions between the West and China. Further widespread
tariffs have recently been imposed by the US under
the current administration. The narrative around global
investment in AI and the impact this may have on the labour
market is driving further volatility in markets.
There is room for some optimism, however, as the UK
continues to be a global leader in key sectors such as
technology, life sciences and financial services. The UK has a
strong culture of innovation, driven by leading universities and
attracting top global talent. 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, and the anticipated increase
in the capital gains tax rate did not materialise. While the UK
government has delivered sharp tax rises, many of which
have impacted SMEs, the expectation is that tax rises for the
remainder of this government should be modest.
2025 represented the strongest year for M&A in the UK
since the pandemic. Despite the performance of the FTSE
100, valuations of UK companies generally lag behind those
of USand European counterparts, making them attractive
targets for international acquisition. This makes the UK an
attractive place to invest, with well‑trodden exit routes to
USand European buyers a feature of the market.
The Company has continued its strong recent exit track
record with the sale of Hospital Services Group to a trade
buyer, generating 8.2x money. The exits of Biotherapy
Services and Vio Healthtech, conversely, show the
risk inherent in making early-stage investments. These
exits allowed the Company to return material value to
Shareholders in the year, paying dividends of 5.9p per share.
This represents a dividend yield of an attractive 12.6%,
exceeding the Company’s target. Overall NAV return was
2.2%, with the Company returning most of the realised gains
made in the year to Shareholders. 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.
We continue to work closely with portfolio companies to
manage leverage and navigate the various challenges posed
by external factors.
2026 was forecast to demonstrate marginal improvements
across several fronts, with a slightly improved GDP forecast,
lower inflation and consequently lower interest rates.
However, the emergence of the Iran‑US war and subsequent
oil price shock seems likely to drive inflation interest rates
upwards, reduce consumer and business confidence and
potentially push the UK into recession. Thatsaid, the UK is
an attractively valued market compared tocertain other
countries.
We are reasonably pleased with the performance in the year,
with the Company navigating the economic and geopolitical
uncertainty well, particularly with the strong realisation of
Hospital Services Group. The Company’s strong performance
over the medium and long term has maintained its position in
the VCT market, enabling a highly successful fundraise which
will provide further capital to continue our track record of
delivering value from investments and supporting portfolio
companies. The portfolio remains diversified and resilient to
macroeconomic headwinds, supported by a collaborative,
hands-on approach from Foresight Group.
James Livingston
on behalf of Foresight Group LLP
Co-Head of Private Equity
21 April 2026
Manager’s Review
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Foresight Enterprise VCT plc
Annual Report and Accounts 31 December 2025
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Founded in Leeds by two brothers in 2013, Professionals At
Play (“PAP”) is an operator of competitive socialising bars
(Roxy Ball Room and Roxy Lanes) and family-friendly bowling
venues (King Pins and Star Pins) across the UK. The venues
offer a range of entertainment facilities including pool tables,
ping-pong, bowling, shuffleboard, mini golf, arcade gaming
and karaoke, along with high-quality food and drink options.
Since investment, the company has expanded from eight
venues across four Northern English cities to now boasting
28 sites across the UK, including successful expansion into
London, Scotland, and most recently, Northern Ireland.
Recent rollout has focused on the family-friendly King Pins
and Star Pins, sites with seven opening across the past
18months.
PAP was awarded “Multi Site Operator of the Year” at the
Competitive Socialising Awards 2024 and the founders, Matt
and Ben Jones, were awarded the “Special Achievement
Award” by the Northern Restaurant & Bar Hospitality Power
List in 2024.
Professionals At Play key facts
Name Professionals At Play Ltd
Location Leeds
Website www.professionalsatplay.co.uk
Stage Income stage
Professionals At Play Ltd
Case Study
Key insights
Consumer
December 2019
Initial investment date
£2.5m
Foresight Enterprise VCT
plc commitment
£9.5m
Total investment by funds managed
bythe Manager (including £2.5 million
by Foresight VCT plc)
27
Foresight Enterprise VCT plc
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Strategic Report
Introduction
Governance
Financial Statements

Loopr Ltd
Case Study
Loopr Ltd, trading as “Looper”, provides advertising data
analytics to film and TV content distributors and video-on-
demand (“VoD”) streaming services. In a laboratory setting,
similar to a data centre, the company uses a combined
hardware and software solution to analyse the content
advertised across connected devices, including smart TVs,
set-top boxes and games consoles.
Looper’s products have two key functions: accuracy and
comparative analysis. For the former, Looper’s technology
confirms if advertising platforms are displaying the correct
artwork and content at the right time and in the right places.
This allows Looper’s customers to hold advertising platforms
accountable and facilitates any correction of errors rapidly,
which can commonly occur. The latter function allows for
customers to utilise their advertising budget as efficiently as
possible by tracking various things, such as the total share of
prime locations purchased by the platform.
At the time of investment, Looper already had large
contracts with international players and has a proven track
record of rapidly scaling engagements. Growth is focused
on both the acquisition of new customers and continued
upselling. Near-term goals include growing the new sports
product and deepening relationships with regulators.
Looper key facts
Name Loopr Ltd
Location London
Website www.looperinsights.com
Stage Growth stage
Key insights
Technology
September 2023
Initial investment date
£3.3m
Foresight Enterprise VCT
plc commitment
£6.5m
Total investment by funds
managed by the Manager (including
£3.2million by Foresight VCT plc)
28
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Strategic Report
Introduction
Governance
Financial Statements

Top Ten Investments
By value as at 31 December 2025
London www.hexarad.com
Sector Healthcare
Manchester www.nweh.co.uk
Sector Healthcare
1. Hexarad Group Limited
2. NorthWest EHealth Limited
Hexarad is a teleradiology company, supporting NHS and private healthcare providers with access
to adiversified pool of radiologists to provide fast, accurate diagnoses and enable more timely and
higher-quality patient care.
31 December 2025 update
2025 was another year of impressive growth for Hexarad. There continues to be a growing structural
requirement for radiologist resource to address patient waiting lists, and Hexarad has added several new
NHS and other customers as a result of its clinically led approach and proprietary technology platform.
The radiology industry is evolving quickly with the development of machine learning tools, and Hexarad
is investing in this capability to continue delivering its mission of better, faster diagnosis for patients.
NorthWest EHealth (“NWEH”) provides software and services to the clinical trial market for the design,
recruitment, feasibility analysis and delivery of real-world trials. NWEH’s solutions are an alternative
totraditional clinical trials, utilising real-world data such as electronic patient records to undertake
trialactivity.
31 December 2025 update
NWEH added a major customer in the year and is busy ramping up delivering of this new project, as
well as other existing contracts. The progress demonstrates the attractiveness of NWEHs FarSite and
Conexon products, and NWEH is investing in sales and marketing resource to accelerate commercial
ramp-up and growth.
Initial investment June 2021
Amount invested (£) 2,300,034
Accounting cost (£) 2,300,034
Valuation (£) 8,028,921
Basis of valuation Discounted revenue multiple
Equity held (%) 11.2%
Income received in the year (£) —
Cash returned up to 31 December 2025 (£) —
Initial investment June 2021
Amount invested (£) 5,999,999
Accounting cost (£) 5,999,999
Valuation (£) 7,147,589
Basis of valuation Discounted revenue multiple
Equity held (%) 38.5%
Income received in the year (£) —
Cash returned up to 31 December 2025 (£) —
£’000 Year ended 30 June 2025 Year ended 30 June 2024
Sales n/a n/a
Profit before tax n/a n/a
Retained profit n/a n/a
Net assets 11,287 9,720
£’000 Year ended 31 December 2024 Year ended 31 December 2023
Sales 1,734 5,763
Loss before tax (4,856) (3,249)
Retained loss (4,644) (2,969)
Net (liabilities)/assets (3,040) 1,604
Portfolio
For the investments below held by Foresight 3 VCT plc (“F3”) pre-merger on 22 June 2017, the
amount invested refers to the initial amount invested by F3 and the Company. The accounting
cost includes both the initial investment by both companies and also the valuation of the F3
investment at the point it was transferred to the Company.
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.
29
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Top Ten Investments
By value as at 31 December 2025
Leicestershire www.truelens.co.uk
Sector Other
Manchester www.roxyleisure.co.uk
Sector Consumer & Leisure
3. TLS Holdco Limited
4. Professionals At Play Ltd
True Lens Services (“TLS”) is a specialist provider of lens manufacturing, refurbishment and servicing to
the film and television markets.
31 December 2025 update
Having worked through its order book and materially reduced the lead time on new orders during 2024,
the company has spent 2025 investing in product design and sales and marketing. As a result, 2025 is
considered a transition year, with trading performance lower than in 2024. TLS also made a strategic
decision to build for stock and develop a distribution infrastructure during 2025, an important step to
support future growth.
Professionals At Play (formerly known as Roxy Leisure) is a games bar group with venues across the UK.
It offers a range of entertainment facilities including pool tables, ping-pong, bowling, shuffleboard, mini
golf, arcade games and karaoke.
31 December 2025 update
Professionals At Play generated another year of strong growth in 2025, opening five new venues, including
four King Pins sites in Glasgow, Leeds, Bristol and Belfast. The King Pins venue layout continues to perform
strongly. Roxy Ball Room entered the London market in 2025 with its St Mary Axe Ball Room site, which
has become the highest-earning site across the group. Further sites are planned in 2026 in London, Dublin
and Glasgow. Professionals at Play continues to deliver strong site-level profits across its estate, despite
challenging trading conditions and increasing labour rates, underlining the strength of the company’s
operating model.
Initial investment December 2015
Amount invested (£) 100
Accounting cost (£) 100
Valuation (£) 6,782,475
Basis of valuation Net assets
Equity held (%) 42.5%
Income received in the year (£) —
Cash returned up to 31 December 2025 (£) —
Initial investment December 2019
Amount invested (£) 2,500,000
Accounting cost (£) 2,500,000
Valuation (£) 6,023,996
Basis of valuation Discounted earnings multiple
Equity held (%) 5.6%
Income received in the year (£) —
Cash returned up to 31 December 2025 (£) 58,340
£’000 Year ended 31 December 2024 Year ended 31 December 2023
Sales — —
Profit before tax 3,137 1,270
Retained profit 2,353 953
Net assets 7,014 4,661
£’000 52 weeks ended 29 December 2024 Year ended 31 December 2023
Sales 40,601 32,761
Profit before tax 1,641 2,036
Retained profit 907 1,185
Net assets 4,877 3,970
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Top Ten Investments
By value as at 31 December 2025
London www.spektrix.com
Sector Technology, Media & Telecommunications
Manchester www.redflagalert.com
Sector Technology, Media & Telecommunications
5. Spektrix Limited
6. Red Flag Alert Technology Group Limited
Spektrix is an enterprise software company, providing ticketing, CRM, marketing and fundraising
software to venues in the performing arts sector, primarily across the UK, Canada and US.
31 December 2025 update
Spektrix delivered continued growth in the year, primarily driven by strong subscription revenues in the
US and Canada. The company expanded its international footprint, opening an office in Sydney, which
is performing well. Spektrix continues to invest in long-term product development, launching additional
technical functionality, as well as in its people.
Red Flag Alert is a business intelligence platform with modular capabilities spanning compliance,
prospecting, risk management and financial health assessments, which is sold into a growing corporate
customer base.
31 December 2025 update
Red Flag Alert has grown strongly in the year to 31 December 2025. ARR increased driven by
an improvement in net revenue retention from existing customers as well as new business wins.
Thebusiness continues to invest in the platform to drive competitive advantage.
Initial investment December 2018
Amount invested (£) 2,998,350
Accounting cost (£) 2,267,477
Valuation (£) 5,111,674
Basis of valuation Discounted revenue multiple
Equity held (%) 5.0%
Income received in the year (£) —
Cash returned up to 31 December 2025 (£) 942,380
Initial investment March 2023
Amount invested (£) 2,775,000
Accounting cost (£) 2,775,000
Valuation (£) 4,041,097
Basis of valuation Discounted revenue multiple
Equity held (%) 15.0%
Income received in the year (£) —
Cash returned up to 31 December 2025 (£) —
£’000 Year ended 31 December 2024 Year ended 31 December 2023
Sales 20,638 17,655
Loss before tax (4,313) (2,489)
Retained loss (3,834) (2,484)
Net assets 8,692 9,396
£’000 Year ended 31 March 2025 Year ended 31 March 2024
Sales n/a n/a
Profit before tax n/a n/a
Retained profit n/a n/a
Net liabilities (2,707) (2,772)
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.
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Top Ten Investments
By value as at 31 December 2025
London www.ruleguard.com
Sector Technology, Media & Telecommunications
Wirral www.fourthwallcreative.com
Sector Business Services
7. Strategic Software Applications Ltd
8. Fourth Wall Creative Limited
Trading as Ruleguard, Strategic Software Applications Ltd is a SaaS regulatory compliance platform for
financial services institutions.
31 December 2025 update
Ruleguard has made good progress during 2025, with a positive cadence in new customers being signed
while maintaining churn at low levels. The Manager has helped support growth of the senior leadership
team – during 2025 an experienced Finance Director and Head of Sales were recruited and are making
a positive impact. Rulegard is exploring increasing the use of AI, in its product development and features
to help improve platform functionality.
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.
31 December 2025 update
Fourth Wall Creative faced a challenging FY25 with the company experiencing significant delays and
late amends to orders, partly due to changing sector rules associated with Financial Fair Play. Failure
to convert technology revenues to timetable and cost inflation also contributed to poor financial
performance and cash flow pressures. However, the underlying business proposition remains attractive
and further investment was provided post period end. The business retains an impressive customer
base and its technology platform addresses a growing need in the sector for clubs to increase their
engagement with fans. The business is focused on returning to profitability and converting its pipeline of
technology-related revenues.
Initial investment August 2022
Amount invested (£) 2,874,994
Accounting cost (£) 2,874,994
Valuation (£) 3,979,449
Basis of valuation Discounted revenue multiple
Equity held (%) 17.6%
Income received in the year (£) 7,962
Cash returned up to 31 December 2025 (£) 7,962
Initial investment April 2019
Amount invested (£) 3,600,000
Accounting cost (£) 3,600,000
Valuation (£) 3,805,871
Basis of valuation Discounted revenue multiple
Equity held (%) 16.1%
Income received in the year (£) —
Cash returned up to 31 December 2025 (£) —
£’000 Year ended 31 March 2025 Year ended 31 March 2024
Sales n/a n/a
Profit before tax n/a n/a
Retained profit n/a n/a
Net assets 1,195 998
£’000 Year ended 30 September 2024 Year ended 30 September 2023
Sales n/a n/a
Profit before tax n/a n/a
Retained profit n/a n/a
Net assets 4,193 5,028
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.
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.
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Top Ten Investments
By value as at 31 December 2025
Deeside www.biofortuna.com
Sector Healthcare
London www.looperinsights.com
Sector Technology, Media & Telecommunications
9. Biofortuna Limited
10. Loopr Ltd
Biofortuna, established in 2008, is a molecular diagnostics business based in the North West. Biofortuna
has unique expertise in the development and manufacture of freeze-dried, stabilised assays. Biofortuna
develops and contract‑manufactures products on behalf of customers from the in vitro diagnostics and
broader life sciences sector.
31 December 2025 update
Over the 12 months to 31 December, the business delivered continued revenue growth, driven by
strong customer demand and the expansion of its diagnostics and contract manufacturing activities.
Performance reflected ongoing investment in capacity and integration activity, with profitability
remaining broadly consistent year-on-year. The acquisition and successful integration of Cryoniss
strengthened the group’s service offering and contributed positively to operational performance.
Loopr (trading as “Looper Insights”) is a company providing data analytics to content distributors and
video-on-demand streaming services.
31 December 2025 update
Looper Insights continues to grow steadily by adding new customers and expanding existing contracts.
Recent product development includes an expansion into live sporting events, which is seeing high
demand across both the UK and US. Looper has few known competitors and the company is utilising
AI to improve its efficiency and accuracy. Further funding is likely by the end of the second quarter of
2026 to support the cash runway and product development.
Initial investment March 2012
Amount invested (£) 3,517,537
Accounting cost (£) 3,517,537
Valuation (£) 3,752,280
Basis of valuation Discounted revenue multiple
Equity held (%) 45.0%
Income received in the year (£) —
Cash returned up to 31 December 2025 (£) 997,040
Initial investment September 2023
Amount invested (£) 3,250,001
Accounting cost (£) 3,250,001
Valuation (£) 3,662,762
Basis of valuation Price of last funding round
Equity held (%) 9.9%
Income received in the year (£) —
Cash returned up to 31 December 2025 (£) —
£’000 Year ended 31 March 2025 Year ended 31 March 2024
Sales n/a n/a
Profit before tax n/a n/a
Retained profit n/a n/a
Net assets 2,190 3,187
£’000 Year ended 31 December 2024 Year ended 31 December 2023
Sales n/a n/a
Profit before tax n/a n/a
Retained profit n/a n/a
Net assets 3,171 4,344
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.
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.
33
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Portfolio Overview
31 December 2025 31 December 2024
Sector Investment (by value)
Date of the first
investment Valuation methodology
Accounting
cost
£
Valuation
£
Accounting
cost
£
Valuation
£
Addition
£
Disposal
proceeds
£
Net valuation
movement
£
1 Hexarad Group Limited
1
2021 Discounted revenue multiple 2,300,034 8,028,921 2,300,034 6,356,271 — — 1,672,650
2 NorthWest EHealth Limited
1
2021 Discounted revenue multiple 5,999,999 7,147,589 5,499,999 3,953,343 500,000 — 2,694,246
3 TLS Holdco Limited
1
2015 Net assets 100 6,782,475 100 7,983,256 — — (1,200,781)
4 Professionals At Play Ltd
1
2019 Discounted earnings multiple 2,500,000 6,023,996 2,500,000 6,237,306 — — (213,310)
5 Spektrix Limited
1
2018 Discounted revenue multiple 2,267,477 5,111,674 2,267,477 4,966,190 — — 145,484
6 Red Flag Alert Technology Group Limited
1
2023 Discounted revenue multiple 2,775,000 4,041,097 2,775,000 4,044,092 — — (2,995)
7 Strategic Software Applications Ltd
1
2022 Discounted revenue multiple 2,874,994 3,979,449 2,749,994 3,572,684 125,000 — 281,765
8 Fourth Wall Creative Limited
1
2019 Discounted revenue multiple 3,600,000 3,805,871 2,900,000 4,791,852 700,000 — (1,685,981)
9 Biofortuna Limited
1
2012 Discounted revenue multiple 3,517,537 3,752,280 3,517,537 3,162,360 — — 589,920
10 Loopr Ltd
1
2023 Price of last funding round 3,250,001 3,662,762 1,750,000 2,122,732 1,500,001 — 40,029
11 Mizaic Ltd 2020 Discounted revenue multiple 2,400,000 3,575,205 2,400,000 2,385,344 — — 1,189,861
12 PH Realisations 2020 Limited 2013 Discounted earnings multiple 2,162,929 3,446,497 2,162,929 3,446,497 — — —
13 Titania Group Limited 2020 Discounted revenue multiple 1,250,000 3,428,593 1,250,000 2,860,695 — — 567,898
14 HomeLink Healthcare Limited 2022 Price of last funding round 2,956,983 3,379,619 2,075,047 2,938,219 881,936 — (440,536)
15 Clubspark Group Ltd 2019 Discounted revenue multiple 2,460,000 3,292,783 2,460,000 3,430,322 — — (137,539)
16 Ten Health Holdings Limited 2019 Discounted revenue multiple 3,000,000 3,240,310 2,400,000 3,142,076 600,000 — (501,766)
17 Family Adventures Group Ltd 2024 Price of last funding round 2,500,000 2,764,839 2,500,000 2,500,000 — — 264,839
18 Evolve Dynamics Limited 2024 Price of last funding round 2,624,999 2,625,185 1,999,999 1,999,999 625,000 — 186
19 Lepide Group Holding Company Ltd 2024 Discounted revenue multiple 1,958,916 2,378,109 1,958,916 1,958,916 — — 419,193
20 Firefish Software Ltd. 2023 Discounted revenue multiple 1,500,000 2,317,642 1,500,000 2,129,776 — — 187,866
1. Top Ten Investments by value shown on pages 29 to 33.
Key:
Technology, Media & Telecommunications Industrials & Manufacturing Healthcare Business Services Consumer & Leisure Other
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31 December 2025 31 December 2024
Sector Investment (by value)
Date of the first
investment Valuation methodology
Accounting
cost
£
Valuation
£
Accounting
cost
£
Valuation
£
Addition
£
Disposal
proceeds
£
Net valuation
movement
£
21 I‑Mist Group Limited 2020 Discounted earnings multiple 1,614,500 2,309,005 1,614,500 2,045,350 — — 263,655
22 Resi Design Limited 2024 Price of last funding round 1,950,000 2,260,467 1,950,000 1,950,000 — — 310,467
23 Aerospace Tooling Corporation Limited 2013 Discounted earnings multiple 415,255 2,164,968 415,255 636,459 — — 1,528,509
24 Navitas Group Limited 2023 Discounted revenue multiple 1,594,276 2,079,739 1,500,000 1,717,868 94,276 — 267,595
25 Itad (2015) Limited 2015 Discounted earnings multiple 1,371,726 1,890,516 1,371,726 2,120,887 — — (230,371)
26 Positive Response Corporation Ltd 2014 Discounted revenue multiple 459,195 1,883,610 559,195 1,863,724 — (100,000)
1
119,886
27 Sprintroom Limited 2023 Discounted revenue multiple 2,360,000 1,852,212 1,760,000 1,345,698 600,000 — (93,486)
28 Five Wealth Limited 2023 % of AUM 712,500 1,823,641 712,500 1,266,541 — — 557,100
29 EnterpriseJungle, Inc 2025 Cost 1,725,000 1,725,000 — — 1,725,000 — —
30 Live Group Holdings Limited 2023 Discounted revenue multiple 1,400,002 1,717,410 1,400,002 882,173 — — 835,237
31 Newsflare Limited 2021 Discounted revenue multiple 2,000,000 1,515,249 2,000,000 1,032,698 — — 482,551
32 ABL Investments Limited 2015 Discounted earnings multiple 1,494,075 1,505,168 1,494,075 1,134,888 — — 370,280
33 Aircards Ltd 2025 Cost 1,500,000 1,500,000 — — 1,500,000 — —
34 MyWay Digital Health Ltd 2025 Cost 1,500,000 1,500,000 — — 1,500,000 — —
35 Ad Signal Limited 2025 Cost 1,499,998 1,499,998 — — 1,499,998 — —
36 Steamforged Holdings Limited 2019 Discounted revenue multiple 1,600,000 1,472,277 1,600,000 1,476,316 — — (4,039)
37 Iphigenie Limited 2015 Net assets 100 1,311,996 100 1,277,816 — — 34,180
38 Bloemteknik Limited 2025 Cost 950,000 950,000 — — 950,000 — —
39 Asiaverify Limited 2025 Cost 749,997 749,997 — — 749,997 — —
40 Copptech UK Limited 2022 Discounted revenue multiple 2,455,000 746,106 2,455,000 1,598,396 — — (852,290)
Portfolio Overview
Key:
Technology, Media & Telecommunications Industrials & Manufacturing Healthcare Business Services Consumer & Leisure Other
1. Loan repayment.
35
Foresight Enterprise VCT plc
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31 December 2025 31 December 2024
Sector Investment (by value)
Date of the first
investment Valuation methodology
Accounting
cost
£
Valuation
£
Accounting
cost
£
Valuation
£
Addition
£
Disposal
proceeds
£
Net valuation
movement
£
41 Whitchurch PE 1 Limited 2014 Net assets 378,000 742,142 378,000 631,443 — — 110,699
42 Weduc Holdings Limited 2018 Price of last funding round 538,296 705,196 302,941 531,568 235,355 — (61,727)
43 Kognitiv Spark Inc 2023 VC method 1,179,972 682,529 1,000,000 928,750 179,972 — (426,193)
44 The KSL Clinic Limited 2023 Discounted earnings multiple 1,000,000 509,469 1,000,000 295,608 — — 213,861
45 Cole Henry PE 2 Limited 2014 Net assets 200,000 454,521 200,000 355,467 — — 99,054
46 Kingsclere PE 3 Limited 2014 Net assets 100,000 295,605 100,000 202,066 — — 93,539
47 Sindicatum Carbon Capital Limited 2007 Nil value 544,538 — 544,538 — — — —
48 Rovco Limited 2019 Nil value 1,476,880 — 1,476,880 2,033,874 — — (2,033,874)
49 Additive Manufacturing Technologies Ltd 2021 Nil value 1,833,018 — 1,833,018 528,093 — — (528,093)
50 Biotherapy Services Limited 2019 Sold — — 2,250,000 — — — —
51 Hospital Services Group Limited 2015 Sold — — 1,200,000 9,272,696 — (8,787,773) (484,923)
52 Vio Healthtech Limited 2018 Sold — — 689,928 — — — —
86,501,297 118,631,717 76,774,690 109,110,309 13,966,535 (8,887,773) 4,442,646
Portfolio Overview
Key:
Technology, Media & Telecommunications Industrials & Manufacturing Healthcare Business Services Consumer & Leisure Other
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Foresight Enterprise VCT plc
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The Company has appointed Foresight Group LLP (the
“Manager”) to provide investment management and
administration services. The Manager is a leading private
equity and infrastructure investment manager with its parent
company, Foresight Group Holdings Limited, listed on the
London Stock Exchange. 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 within five years
The growing private equity investment team of over 60 is
proactive and hands‑on, with a focus on investing up to
£10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. Three additional
offices in Bristol, Sheffield and Exeter were also opened in
2025.
About the Manager
James Livingston
Partner and Co-Head of Private Equity
James joined Foresight Group in 2007 from Deloitte’s strategy
consulting team. James has 20 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 Smith
Partner and Co-Head of Private Equity
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 20 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 Alvarez
Partner
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 Chartered Institute for Securities & Investment. She also holds a
degree in management from Lancaster University.
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Strategic ReportIntroduction Governance Financial Statements

About the Manager
Management
In 2025, the Manager won several awards including “VCT –
Investment Company of the Year” at the Investment Company
of the Year Awards. The firm also won “Sub £10m Deal of
the Year” at the Northern Ireland Dealmaker Awards for
Kingsbridge and “Private Equity, SME Deal of the Year” at
the Finance Dublin Awards for Scorebuddy. Regionally, the
Manager was recognised as “Early‑Stage Investment Team
of the Year” by the South West Rainmakers and secured
“Investment Business of the Year” at the East Midlands
Business Awards for Lightbulb Credit.
Alongside this, a double win at the East Midlands Rainmakers
Awards: winning “Early-Stage Investment Team of the Year”
and “Medium Deal of the Year (£10m-£50m)” for the sale of
200 Degrees to Caffè Nero.
The Manager has also been shortlisted for several awards
across the UK and Ireland. These include “PE Deal of the
Year” at the Northern Ireland Dealmaker Awards for TES
Group, “Early-Stage Investment Team” at the West Midlands
Rainmakers and “Private Equity Deal of the Year” at the
Wales Insider Dealmakers for Nisien.AI.
For the South West Rainmakers Awards, the Manager was
shortlisted for “Small Deal of the Year (up to £10m)” for Zero
Point Motion and “VC/PE Team of the Year”. The firm was also
shortlisted for “Equity Funder of the Year” at the Yorkshire
Insider Awards and for the “EISA Impact Award”.
Prior to 2025, the Manager won “Small Buyout House of
the Year” and “ESG Deal of the Year” for its ABL Health exit
at the Mergermarket British Private Equity Awards 2024.
Additionally, the Manager won “Best BR Manager (Unlisted)”
and “ESG Champion of the Year” at the Growth Investor
Awards 2024. The Manager won the “EISA Impact Award”
at the EISA Awards 2024. Further, the Manager won “Small
Buyout House of the Year” at the Unquote British Private
Equity Awards 2024. The Manager was Runner Up for the
“Most Innovative ESG Initiative” at the ESG Investing Awards
2024 and was highly commended for Investment Week’s
“VCT Generalist” award. Claire Alvarez, a Partner in the
Manager’s private equity team, won the “Finance Leader”
award at the North West Leadership Awards. Further, the
Manager won “Deal of the Year (Sub £10m)” at the Central
and East of England Insiders Awards 2024 for its investment
into Cambrionix.
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.
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 extensive 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
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Foresight Enterprise VCT plc
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Strategic ReportIntroduction Governance Financial Statements

Co‑Investments
Sector Investment
Foresight
Enterprise
VCT
Accounting cost
£
Foresight VCT
Accounting cost
£
Accounting cost
of other funds
managed by
the Manager
£
Total equity
of funds
managed by
the Manager
%
ABL Investments Limited 1,494,075 2,750,000 — 57.3
Ad Signal Limited 1,499,998 1,485,147 — 27.8
Aerospace Tooling Corporation Limited 415,255 150,000 — 83.4
Aircards Ltd 1,500,000 1,485,149 — 30.0
Asiaverify Limited 749,997 742,572 — 14.1
Biofortuna Limited 3,517,537 1,172,516 — 59.8
Bloemteknik Limited 950,000 940,596 600,000 17.6
Clubspark Group Ltd 2,460,000 3,647,174 — 35.5
Cole Henry PE 2 Limited 200,000 100,000 — 50.0
Copptech UK Limited 2,455,000 2,430,694 — 25.0
EnterpriseJungle, Inc 1,725,000 1,707,921 1,500,000 18.9
Evolve Dynamics Limited 2,624,999 2,599,014 — 21.3
Family Adventures Group Ltd 2,500,000 2,475,274 5,250,000 46.6
Firefish Software Ltd. 1,500,000 1,485,148 1,000,000 26.3
Five Wealth Limited 712,500 705,445 5,275,000 51.7
Fourth Wall Creative Limited 3,600,000 5,331,903 — 40.3
Hexarad Group Limited 2,300,034 2,277,250 — 22.3
HomeLink Healthcare Limited 2,956,983 2,927,713 — 34.6
I‑Mist Group Limited 1,614,500 1,598,515 1,271,000 39.7
Co-investments have been made by other funds that the Manager advises and manages, as follows:
Key:
Technology, Media & Telecommunications Industrials & Manufacturing Healthcare Business Services Consumer & Leisure Other
39
Foresight Enterprise VCT plc
Annual Report and Accounts 31 December 2025
Strategic ReportIntroduction Governance Financial Statements

Sector Investment
Foresight
Enterprise
VCT
Accounting cost
£
Foresight VCT
Accounting cost
£
Accounting cost
of other funds
managed by
the Manager
£
Total equity
of funds
managed by
the Manager
%
Itad (2015) Limited 1,371,726 2,750,000 — 35.0
Kingsclere PE 3 Limited 100,000 100,000 — 50.0
Kognitiv Spark Inc 1,179,972 1,168,289 3,827,622 22.8
Lepide Group Holding Company Ltd 1,958,916 1,939,520 — 32.1
Live Group Holdings Limited 1,400,002 1,386,135 — 35.0
Loopr Ltd 3,250,001 3,217,823 — 19.7
Mizaic Ltd 2,400,000 2,376,238 — 24.4
MyWay Digital Health Ltd 1,500,000 1,485,149 — 20.0
Navitas Group Limited 1,594,276 1,578,489 4,581,448 69.4
Newsflare Limited 2,000,000 1,980,198 — 16.2
NorthWest EHealth Limited 5,999,999 5,940,594 — 77.0
PH Realisations 2020 Limited 2,162,929 1,664,893 1,000,000 85.0
Positive Response Corporation Ltd 459,195 450,000 — 63.9
Professionals At Play Ltd 2,500,000 2,467,933 4,500,000 27.9
Red Flag Alert Technology Group Limited 2,775,000 2,747,544 — 29.9
Resi Design Limited 1,950,000 1,930,693 — 19.2
Spektrix Limited 2,267,477 5,204,440 — 16.8
Sprintroom Limited 2,360,000 2,336,634 1,180,000 38.4
Steamforged Holdings Limited 1,600,000 2,364,532 1,000,000 31.9
Strategic Software Applications Ltd 2,874,994 2,846,535 — 35.2
Ten Health Holdings Limited 3,000,000 4,443,740 — 61.2
Co‑Investments
Key:
Technology, Media & Telecommunications Industrials & Manufacturing Healthcare Business Services Consumer & Leisure Other
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Foresight Enterprise VCT plc
Annual Report and Accounts 31 December 2025
Strategic ReportIntroduction Governance Financial Statements

Co‑Investments
Sector Investment
Foresight
Enterprise
VCT
Accounting cost
£
Foresight VCT
Accounting cost
£
Accounting cost
of other funds
managed by
the Manager
£
Total equity
of funds
managed by
the Manager
%
The KSL Clinic Limited 1,000,000 990,099 6,750,000 73.5
Titania Group Limited 1,250,000 1,237,624 — 16.7
Weduc Holdings Limited 538,296 1,234,985 223,061 48.5
Whitchurch PE 1 Limited 378,000 100,000 — 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 Other
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Foresight Enterprise VCT plc
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The Board of Directors consider, both individually and together, that they have acted in a
way theyconsider,ingoodfaith, islikely to promote the success of the Company for the
benefitofitsmembersasawholeinthe decisionstaken during the year.
This report sets out how the Directors have had regard to
promoting the success of the Company for the benefit of its
stakeholders as a whole and, in making their decisions, have
had regard to s.172 of the Companies Act 2006, namely:
ș The likely consequences of any decision in the long term
ș The interests of the Company’s employees
ș The need to foster the Company’s business relationships
with suppliers, customers and others
ș The impact of the Company’s operations on the
community and the environment
ș The desirability of the Company maintaining a reputation
for high standards of business conduct
ș The need to act fairly between members of the Company
The Board
The Board has adopted the 2024 AIC Code of Corporate
Governance, which provides the framework for the
Company’s governance arrangements.
As an externally managed VCT, the Board has delegated the
day-to-day management of the Company to the Manager. The
Manager is responsible for the Company’s administration,
accounting and company secretarial services, and for
overseeing relationships with the Company’s key service
providers, including the registrar, broker and VCT status
adviser.
To support Directors in discharging their duties effectively,
each Director receives a comprehensive induction upon
appointment to the Board. This induction covers the key
regulatory, legal and governance responsibilities of a director
of a UK public limited company and is reinforced through the
Company’s subscription offer process.
Directors have ongoing access to the advice and support of
the Company Secretary and, where appropriate, may seek
independent professional advice at the Company’s expense.
Long-term strategic considerations
The Board gives careful consideration to the long‑term
consequences of its decisions in order to support the
sustainable growth and success of the Company. This
includes assessing potential risks and opportunities and their
impact on the Company’s financial position, market standing,
VCT status and key stakeholder relationships over time.
By adopting a forward‑looking approach, the Board seeks to
make decisions that not only deliver near‑term performance
but also strengthen the Company’s resilience and adaptability
in a changing environment. This approach underpins the
Company’s long‑term viability and supports the delivery of its
key objectives for Shareholders and other stakeholders.
During the year, the Board took a number of key decisions
relating to the Company’s strategy, oversight of the Manager,
and its risk and control framework. These decisions were
informed by stakeholder engagement and Board challenge
and were considered by the Directors to be important in
promoting the long‑term success of the Company for the
benefit of Shareholders as a whole.
Stakeholders and s.172
Directors’ duty to promote the success of the Company
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Foresight Enterprise VCT plc
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Stakeholders and s.172
Directors’ duty to promote the success of the Company
Strategic oversight and key decisions
During the year, the Board reviewed the Company’s strategy
and approach to oversight in light of the evolving regulatory
and economic environment, including the introduction
of enhanced internal control effectiveness requirements
under the AIC Code. Following this review, the Board
enhanced its oversight of risk, recognising the importance
of a clear and robust risk framework in supporting effective
decision-making, capital allocation and long-term resilience.
Risk management and internal controls
During the year, the Board decided to enhance its oversight
of the Company’s principal risks and the effectiveness of
the associated controls. As part of this decision, the Board
undertook regular, in‑depth sessions with the Manager’s
dedicated risk team to review and evaluate key risks and
controls, ensuring that they remain relevant, effective and fit
for purpose as the Company and its portfolio evolve.
The Board also considered the long‑term implications of
these decisions, including the importance of maintaining
a robust control environment to support sustainable
performance and protect Shareholder value. This approach
has strengthened the Board’s understanding of the
Company’s risk profile and has improved the quality of
information and assurance received from the Manager.
These actions also support the Board’s ongoing preparation
for the enhanced internal control effectiveness requirements
set out in Provision 34 of the AIC Code and are considered
by the Directors to contribute positively to the Company’s
long-term resilience and governance framework. In taking
these actions, the Board balanced the need for proportionate
and cost-effective controls against the expectations of
Shareholders and regulators for robust oversight.
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Employees
Why we engage
As an externally managed company, the Company does not
have any employees. However, the Board maintains a close and
constructive working relationship with the employees of the
Manager, recognising that their expertise, culture and approach are
integral to the long-term success of the Company.
Through regular interaction, reporting and engagement with the
Manager’s team, the Board seeks to ensure alignment with the
Company’s purpose, values and strategic objectives, and support
effective decision-making and sustainable performance over the
long term.
How we engage
As a third‑party‑managed VCT, the Company does not have
any direct employees. The Board nonetheless has regard to
employee interests through its oversight of the Manager, including
engagement with senior management, consideration of workforce
matters where relevant and assurance that appropriate policies
and practices are in place to support the effective delivery of
services to the Company.
What we improved
During the year, the Board enhanced its oversight of the Manager
by improving the information it receives on the resourcing and
continuity of services provided to the Company.
Stakeholders and s.172
Directors’ duty to promote the success of the Company
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Stakeholders and s.172
Directors’ duty to promote the success of the Company
Shareholders
Why we engage
The Board and the Manager recognise the importance
of maintaining regular and constructive engagement with
Shareholders to support a high level of transparency,
accountability and mutual understanding. Ongoing dialogue
with Shareholders enables the Board to explain the Company’s
strategy, performance and portfolio developments, and
understand Shareholder perspectives.
Shareholder support is fundamental to the Company’s ability
to raise additional capital, which in turn is dependent on the
Company’s performance and the provision of clear, timely and
transparent reporting on portfolio progress and prospects.
How we engage
The Company also engages with its Shareholders through the
Annual and Half-Yearly Reports, news releases via the London
Stock Exchange and the Company’s website. The Annual and
Half-Yearly Reports and other Shareholder information are
distributed to Shareholders and made available on the website
(www.foresightenterprisevct.com), along with other pertinent
information, including quarterly factsheets. The Company won the
“AIC Shareholder Communication Award” for the best 2025 VCT
report and accounts.
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At the Company’s Annual General Meeting held on 10 June 2025,
one Shareholder voted against the resolution concerning the
disapplication of pre-emption rights. Following the meeting, the
Board engaged with the Shareholder to understand the reason for
their vote. The Shareholder subsequently confirmed that the vote
had been cast in error and did not reflect their intended position.
What we improved
Feedback received through regulatory engagement and industry
consultations during the year informed the Board’s consideration
of regulatory risk and reporting priorities. As a result, the Board
agreed to strengthen disclosures in the Annual Report in certain
areas, including investment disclosures and sensitivity analysis
disclosures, to improve transparency for Shareholders.
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Stakeholders and s.172
Directors’ duty to promote the success of the Company
Manager
Why we engage
The Company’s principal relationship is with the Manager,
whose investment management and administration services are
fundamental to the long‑term success of the Company and the
achievement of its key objectives. Further detail on this relationship
is set out in the Manager’s Review.
The Board places significant emphasis on the Company’s
investment performance and closely monitors the Manager’s ability
to deliver strong and sustainable results. This oversight includes
regular and rigorous reviews of the Manager’s performance against
agreed benchmarks and objectives. The Board seeks to maintain
a constructive and collaborative working relationship with the
Manager, underpinned by open communication, effective challenge
and alignment of interests.
How we engage
Representatives from the Manager’s investment, accounting
and company secretarial teams attend each Board meeting to
provide comprehensive updates on the Company’s financial and
operational performance, together with legal and regulatory
matters. The Board also holds frequent risk and internal control
review sessions, enabling it to maintain effective oversight of the
Company’s risk management framework and internal controls.
In addition, the Company holds an annual strategy day with the
Manager at which the Board reviews and assesses the Company’s
investment strategy and objectives and receives a detailed
update on developments in the VCT market, the wider investment
landscape and the activities of Foresight Group.
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What we improved
As part of its oversight of the Manager, the Board challenged
the depth and presentation of information provided in certain
areas during the year with particular emphasis on cyber risk.
Inresponse, the Manager enhanced the quality and granularity
ofreporting to the Board, supporting more effective challenge
anddecision-making.
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Stakeholders and s.172
Directors’ duty to promote the success of the Company
Our Service Providers
Including the registrar, the VCT status adviser, theauditor,
thelawyers and thebroker.
Why we engage
As a VCT, the Company relies on a range of third‑party service
providers to support the delivery of its objectives. The Board
engages with these service providers, either directly or through
the Manager, because their performance, reliability and alignment
with the Company’s standards are fundamental to the Company’s
ability to operate effectively, comply with applicable laws and
regulations, and act in the best interests of Shareholders.
How we engage
Through the Manager, annual site visits are undertaken with key
service providers to support effective working relationships and
to provide the Board with assurance that their internal systems,
controls and operational processes remain appropriate for the
Company’s needs. These visits also enable the Board to gain a
deeper understanding of how services are delivered in practice
and to identify any emerging risks or areas for improvement.
In addition, the Management Engagement & Remuneration
Committee undertakes an annual review of the performance
of key service providers, including the Manager. This review
considers factors such as cost, quality of service, resourcing and
effectiveness, and the Committee makes recommendations to
the Board regarding the continued appointment of those service
providers.
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The Company meets with its auditor at least twice each year
to discuss audit planning, key judgements and findings, and the
effectiveness of financial reporting and controls. The Company’s
legal advisers and the broker are invited to attend Board meetings
where their expertise is considered relevant to matters under
discussion.
What we improved
As a result of the enhanced review process, the Board improved
the quality of information and assurance it receives in relation
to key service providers, supporting more effective oversight of
operational, regulatory and control-related matters.
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Stakeholders and s.172
Directors’ duty to promote the success of the Company
Portfolio companies
Why we engage
The long‑term success of the Company and the delivery of its key
objectives are directly linked to the performance and sustainability
of its underlying portfolio companies. The Board therefore places
significant importance on understanding the operational, financial
and strategic performance of the portfolio, recognising that these
outcomes ultimately drive returns for Shareholders.
In doing so, the Board also has regard to environmental, social and
governance (“ESG”) considerations, with the Manager using its ESG
platform to support due diligence and ongoing monitoring across
the portfolio. This enables the Board to gain additional insight into
risks and opportunities that may affect the long-term value and
resilience of portfolio companies. Further detail on the Manager’s
ESG approach is set out in the Manager’s Review.
How we engage
On a quarterly basis, the Board receives comprehensive
information and support to enable it to scrutinise the performance,
progress and prospects of the Company’s portfolio companies.
This structured review process allows the Board to make informed
decisions based on accurate, timely and relevant information.
In addition, each year the Board holds a meeting at one of
the Manager’s regional offices. This provides the opportunity
for Directors to visit a selection of portfolio companies in the
surrounding area and to meet directly with their management
teams. These visits enable the Board to gain deeper insight into
the businesses’ operations, challenges and strategic direction, and
assess how the companies are performing against the Board’s
standards and expectations.
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Through this combination of regular reporting and direct
engagement, the Board is better positioned to provide appropriate
challenge, support long‑term value creation and contribute to the
sustainable success of the Company.
What we improved
The Board recognises the increasing relevance of artificial
intelligence across a broad range of sectors. While AI
considerations are currently factored into portfolio oversight
and investment decision-making, the Board has identified an
opportunity to further enhance the depth and consistency of its
review of the impact of AI on portfolio companies, including both
opportunities and associated risks. This will remain an area of
focus in the coming year.
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Stakeholders and s.172
Directors’ duty to promote the success of the Company
Government andRegulators
Why we engage
As a VCT, the Company is subject to the impact of government
decisions and policy changes, including changes to legislation
and tax rules applicable to venture capital trusts, which may
have significant consequences for both the Company and its
Shareholders, including the Company’s ability to maintain its
approved VCT status and the associated tax reliefs. The Manager
monitors developments in the regulatory and political environment
on an ongoing basis and reports to the Board to enable appropriate
oversight and assessment of any potential implications for the
Company’s operations and investment strategy.
During the year, the Company engaged with the Financial Reporting
Council (“FRC”) following recent communications in connection
with its review of the Company’s Annual Report and Accounts,
conducted in accordance with the FRC’s Corporate Reporting
Review Operating Procedures. The Company, supported by the
Manager, also maintains regular engagement with the London Stock
Exchange to support transparency and high standards of reporting.
Oversight of regulatory developments and external engagement
is maintained by the Board, with relevant matters considered by
the Audit Committee as appropriate. In addition, a governance
roadmap, maintained by the Manager and reviewed by the Board,
is considered on a quarterly basis to ensure continued alignment
with applicable and emerging reporting requirements.
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How we engage
The Company is a member of the Association of Investment
Companies (“AIC”) and both the Board and the Manager actively
participate in AIC activities, including roundtables, consultations,
policy discussions and industry events, to remain informed of
developments affecting the venture capital trust sector and to
contribute to industry-wide responses.
Through the AIC and, where appropriate, directly, the Company
engages with HM Treasury, HM Revenue & Customs and other
relevant government bodies on legislative and policy matters
affecting the VCT regime. The Company also monitors regulatory
developments and engages, as appropriate, with relevant
regulators to ensure that the Company continues to operate within
the applicable regulatory framework and in the best interests of
Shareholders.
What we improved
During the year, the Board enhanced its oversight of regulatory
matters by strengthening its monitoring of regulatory developments
and engagement with regulators, supporting improved reporting,
transparency and readiness for regulatory change.
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In accordance with Section 172 of the Companies Act 2006, the Directors act in a way they consider, in good faith, would be most likely to promote the long-term success of the Company for the
benefit of its members as a whole. In doing so, the Board has regard to a range of factors, including the interests of employees, the need to foster strong relationships with suppliers, customers and
other stakeholders, and the impact of the Company’s activities on the community and the environment.
Throughout the year, the Board and the Manager engaged with key stakeholders to understand their perspectives, gather feedback and consider matters relevant to the Company’s strategy and
decision-making. The Board uses this engagement, together with information and analysis provided by the Manager and advisers, to inform its discussions and decisions.
To illustrate how the Directors have had regard to the matters set out in Section 172, the table below summarises a selection of key decisions and actions taken by the Board during the year,
together with the principal stakeholders considered and the outcomes for the Company. These actions demonstrate how the Board seeks to align the Company’s strategy with the interests of its
stakeholders and to promote the sustainable, long-term success of the Company.
Examples:
Stakeholders and s.172
Directors’ duty to promote the success of the Company
The likely consequences of any decision in the long term The need to foster the Company’s business relationships with
suppliers, customers and others
The desirability of the Company maintaining a reputation for
high standards of business conduct
The Board considered the Company’s cash balances and the VCT
rules regarding the 80% test, as well as the Company’s objective of
distributing funds to Shareholders following exceptional realisations.
The Board agreed that the special interim dividend declaration of 3.1p
per share in May 2025 would support the Company in the long term,
whilst adhering to its key objectives.
Through the Manager, the Board maintains appropriate representation
at portfolio company level, either via a board appointment or observer
status. This provides oversight and enables the Company and the
Manager to monitor governance standards and promote best practice
across portfolio companies’ operations.
Governance is a key focus of the Manager’s post‑investment 100‑day
plan and is supported by the use of the Manager’s ESG platform,
which is utilised across the portfolio to assess, monitor and support
environmental, social and governance (“ESG”) practices on an ongoing
basis. The ESG platform also assists portfolio companies in evaluating
their environmental impact, including emissions, and provides
practical tools and templates to support reporting and governance
requirements where appropriate.
ESG and governance expectations are applied proportionately, taking
into account the size, maturity and development stage of each portfolio
company. The ESG platform supports ongoing engagement and
monitoring, helping to identify areas for improvement while recognising
that portfolio companies remain operationally independent.
Through the Manager, the Board will have representation at portfolio
company level, either through a board seat or observer status. This
enables the Company and the Manager to ensure that the portfolio
companies maintain or achieve the expected standards of governance
and best practice in their operations. As part of the Manager’s 100-day
plan post‑investment, a key area of focus is often governance best
practice, which can involve the introduction of new board members
with specific industry experience to support the business.
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Stakeholders and s.172
Directors’ duty to promote the success of the Company
The interests of employees The impact of the Company’s operations on the community
and the environment
The need to act fairly between members of the Company
The Company prioritises aligning the interests of Shareholders and
managers by establishing clear investment goals and performance
benchmarks. This strategy incentivises the management team to
pursue long-term growth and profitability, benefiting both Shareholders
and employees. Additionally, the Company has a well-defined incentive
plan for managers, incorporating performance-based bonuses. This
approach motivates managers to drive the Company’s success, as
their rewards are directly linked to the Company’s performance.
As the Company focuses on providing growth capital to SMEs across
the UK, the Board is committed to supporting the local communities
in the regions in which it invests. The Manager’s regional office
network enables closer engagement with portfolio companies and
local business ecosystems, supporting regional economic growth and
improving access to capital outside London. The expansion of these
regional offices since the prior year has further strengthened the
Company’s regional presence and investment capability.
Through the Company’s investments, portfolio companies are provided
with additional capital to support business growth, job creation and
skills development within their local communities. The Manager
encourages portfolio companies to operate responsibly, including by
paying the National Living Wage where appropriate.
The Manager has also developed an ESG platform to support portfolio
companies in improving their ESG practices. The platform enables
portfolio companies to access and download relevant policies, track
key ESG metrics, including emissions data, and assess progress against
ESG standards aligned with the Company’s expectations. This supports
improved transparency, accountability and continuous improvement
across the portfolio.
The Board is committed to acting fairly between all Shareholders,
irrespective of the size or duration of their investment. The Company
seeks to ensure that all Shareholders have equal access to clear,
timely and consistent information through multiple channels, including
the Company’s online Shareholder portal, regulatory announcements
and periodic reports.
The Company’s website, which was enhanced during the year,
provides improved access to Company information and Shareholder
resources, supporting transparency and informed engagement. The
online Shareholder portal further enables Shareholders to access
relevant documentation and updates in a consistent and convenient
manner.
The Board also encourages Shareholder participation at the Annual
General Meeting, where all Shareholders are able to vote and raise
questions. Voting rights are exercised on an equitable basis, ensuring
that decisions reflect the collective interests of members as a whole.
The Board will continue to use stakeholder engagement and feedback to inform its oversight and decision-making, with a focus on maintaining effective governance, supporting long-term value
creation and ensuring the Company remains responsive to its evolving stakeholder and regulatory environment.
Examples:
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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.76% 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, over 100 individual key performance indicators are
considered under the five principles.
The Manager invests in a wide range of sectors and believes
its approach covers the key tests that should be applied to
assess a company’s ESG performance, throughout the life
cycle of an investment.
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?
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Responsible Investment
UN SDGs
While contribution to the UN’s Sustainable Development
Goals (“SDGs”) is not a determining factor for investment
decisions, many investee companies have important linkages,
and sometimes contributions, to the SDGs.
In May 2021, the Manager formalised its Investment Themes
for private equity investments into four areas:
Health
Quality Employment at Scale
Research and Innovation
Sustainable, Inclusive, Local Infrastructure
and the Environment
These outcome‑focused themes help the Manager
assess any opportunities in the business model, and by
mapping itsinvestments to them, the private equity team
can identifythe value and benefits for the companies,
societyandthe environment.
Each portfolio company is subject to an annual
assessmentwhere progress against each of the five
principlesis 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 identified linkages to.
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Credentials
The Manager has been a member of the UK Sustainable
Investment and Finance Association since 2009.
The Manager is an accredited Living Wage Employer and
a signatory of the HM Treasury Women in Finance Charter,
committing to implement recommendations to improve
gender diversity in financial services. Portfolio companies
areencouraged to pursue similar objectives.
Climate change statement
The Manager has a long-term investing vision. As such,
taking actions to mitigate the risks posed by climate change
whilst also investing to generate commercial returns for 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 2025, the Manager was awarded five-star
scores for Private Equity and all other modules, except listed
equities which reduced to four stars reflecting the addition of
a sub‑advisory mandate in the year, which has moderated the
proportion of AUM classified as fully aligned with responsible
investment criteria.
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.
Task Force on Climate-related Financial
Disclosures(“TCFD”)
Foresight Group reports in line with the TCFD
recommendations. As a small authorised UK AIFM, and by
virtue of its legal entity status, the Company is exempt from
TCFD product-level reporting requirements. However, the
Manager provides carbon emissions data, which is one of
the TCFD’s reporting requirements, through its pioneering
Sustainability Data Platform. The Board and the Manager
will review the Company’s ability to provide additional
TCFD-related data in the future. Further details can be
foundat www.foresightgroup.eu.
Responsible Investment
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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.
The Board currently comprises two female and two 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March 2025, employed 255 men (2024: 239) and
192women (2024: 167).
As at 31 December 2025, the Manager had a total of
38directors, comprising 30 males and eight females.
Additionally, the Manager had a total of 85 individuals within
theSenior Management team, 16 of which were female
and69 of which were male.
Global greenhouse gas emissions
The Company has no greenhouse gas emissions to report
from the operations of the Company, nor does it have
responsibility for any other emissions sources under the
Companies Act 2006 (Strategic Report and Directors’
Report)Regulations 2013.
Responsible Investment
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Principal risks, risk management and regulatory
environment
Internal controls and risk management
In accordance with the AIC Code of Corporate Governance,
we have established a robust framework of internal controls
to effectively manage and mitigate risks. Our system includes
comprehensive policies, regular risk assessments, and
continuous monitoring to ensure operational integrity and
regulatory compliance. This proactive approach helps us
safeguard our assets andachieve our strategic objectives.
In accordance with Provision 34 of the updated AIC
Corporate Governance Code, the Board monitors the
Manager’s risk management and internal controls framework
throughout the year, covering all material controls across
financial, operational, reporting and compliance domains.
The Provision introduces an enhanced requirement for the
Board to monitor and review the effectiveness of material
controls covering financial, operational, reporting and
compliance areas and to include an explicit declaration
of their effectiveness at the balance sheet date. This
enhanced approach reflects the strengthened transparency,
accountability and assurance for stakeholders. The enhanced
declaration requirement will apply to the Company for the
financial year ending 31 December 2026.
The Board carries out half‑yearly reviews of the risk
environment in which the Company operates, including
emerging risks.
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. These include investment
overexposure, lack of available cash, inadequate control
environment of the Manager, inadequate control environment
at other third‑party service providers, economic conditions
leading to reduced valuations, poor investment decisions,
dilution of equity position, poor performance leading to
reduced investor demand, restrictive VCT rules, failure to
satisfy VCT status, non-qualifying investments affecting VCT
status, and the Manager no longer being able to act.
Additionally, several emerging risks have been identified that
could significantly impact the Company’s operations and
performance.Geopolitical riskinvolves disruptions to supply
chains and increased operational costs due to political
instability and conflicts.Cyber securitythreats are growing in
sophistication, posing risks of data breaches and operational
disruptions. The rapid advancement ofartificial intelligence
(“AI”)brings concerns about data privacy, algorithmic biases
and potential economic instability. Lastly, the risk of aglobal
pandemiccould severely impact economic activity, restrict
movement and hinder the Company’s ability to service its
assets, as highlighted by the COVID-19 pandemic.
The Board, with the help of the Manager’s extensive
research resources and market intelligence, surveys the
full risk landscape of the Company in order to identify
increasing andemerging risks to which the Company may
be exposed in the future. The Board questions which parts
of the Company’s business may be vulnerable to disruption,
including the business models of its investee companies
andthird-party suppliers.
Throughout the year, comprehensive analyses are
conducted to evaluate the portfolio’s exposure to various
risks. Theseinclude geopolitical risks, which may arise
from international political developments; the effect of
fluctuating interest rates on individual investee companies;
and the financial impact of increases to employers’ national
insurancecontributions.
Thefindings from these analyses are systematically circulated
to the Board, enabling informed decision‑making regarding
the best course of action.
The Manager continuously assesses the impact of these
risks on the Company’s portfolio, ensuring that any potential
threats are identified and addressed promptly. This ongoing
assessment process allows the Company to remain agile and
responsive to emerging risks.
The Board and the Manager are confident that, through
diligent monitoring and proactive mitigation strategies, the
Company is well equipped to manage and minimise the
impact of these risks, including the increases to employers’
national insurance. This approach underscores our
commitment to safeguarding the Company’s assets and
ensuring long-term stability andgrowth.
Quarterly Board reviews focus on emerging risks and
their implications, ensuring timely actions to address new
challenges. Dynamic risk registers are maintained and
updated regularly to reflect new risks, including detailed
descriptions and mitigation strategies. These approaches
ensure a comprehensive and proactive identification
of emerging risks, aligning with best practices in risk
management.
Risks
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Risks
Principal risks, risk management and regulatory environment
Increase Trending up Decrease No change
Risk Description Key controls and mitigation
Principal risks
Market risk
Macroeconomic changes, geopolitical developments, including the risk
of war, or external shocks affect the investment community in general
and lead to a fall in the valuation of investee companies, a drop in the
Company’s share price or widening discount to Net Asset Value, resulting
in capital losses for Shareholders.
Over the last year, we have observed a notable increase in market risk
due to several factors like economic fluctuation, political events, rapid
technological advancements, interest rate changes and exchange rate
variability. These have collectively contributed to heightened market
volatility and uncertainty. Such developments necessitate vigilant risk
management and strategic planning to navigate the evolving landscape
effectively.
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.
Internal control risk
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.
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.
Strategic and
performancerisk
The Board fails to set appropriate strategic objectives and fails to
monitor the Company’s implementation of strategy, which leads to
prolonged poor performance, resulting in a lack of investor demand for
the Company’s shares, making it difficult to raise new capital, a lack of
cash available to fund buybacks and an inability to control a widening
share price discount to NAV.
The Board and the Manager meet for an annual strategy day. Also, the investment strategy and
underlying performance are further monitored quarterly at Board meetings.
The Board and the Manager aim to implement robust performance management strategies to identify
and address under-performance early. This includes setting clear goals, providing regular feedback,
and offering training and development opportunities. In addition, the Board and the Manager aim to
reduce reliance on a single source of revenue by diversifying the portfolio. This can help stabilise income
and make the Company more resilient to market fluctuations. There is a major focus on improving the
Company’s financial health by managing costs effectively, optimising cash flow and maintaining a healthy
balance sheet.
Furthermore, the Board aims to maintain transparent and frequent communication with investors about
the Company’s performance, strategies and future plans. This can help build trust and confidence in the
Company’s potential.
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Risks
Principal risks, risk management and regulatory environment
Increase Trending up Decrease No change
Risk Description Key controls and mitigation
Principal risks
Regulatory risk
The Company may fail to comply with applicable laws and regulations,
including VCT rules, UK Listing Rules, the AIC Code on Corporate
Governance, the Stewardship Code, the Companies Act, the Bribery Act,
Market Abuse Regulations, data protection rules, the Criminal Finances
Act and relevant Tax Acts. Non-compliance could result in reputational
damage, regulatory sanctions or loss of VCT qualifying status for
investments.
Radical changes to VCT rules could also affect the ability to generate
satisfactory investment returns and issue new shares, leading to potential
cash flow constraints. These constraints may restrict dividend payments
or share buybacks and limit the Company’s ability to manage a widening
share price discount to NAV.
In addition, the recently announced reduction in VCT income tax relief
from 30% to 20% may affect investor demand for new share issues,
potentially reducing the availability of capital for deployment and
constraining the Company’s capacity to support both new and existing
portfolio companies.
The “Sunset Clause” for EIS and VCT reliefs has been extended by ten
years to April 2035, following the European Commission’s confirmation
that they would not oppose the continuation of the scheme. This now
removes any recent uncertainty and will help support further investment
by the VCT sector in early-stage companies.
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, the EIS Association and the AIC and are regularly consulted by HMRC and
HMTreasury, or reply to consultations, before changes in legislation take place, often enabling a middle
ground to be agreed on legislative changes.
The “Sunset Clause” for EIS and VCT reliefs has been extended by ten years to April 2035, following
the European Commission’s confirmation that they would not oppose the continuation of the scheme.
This now removes any recent uncertainty and will help support further investment by the VCT sector
inearly-stage companies.
The Board and the Manager review corporate governance and regulatory changes on a quarterly basis.
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Risks
Principal risks, risk management and regulatory environment
Increase Trending up Decrease No change
Risk Description Key controls and mitigation
Principal risks
VCT qualifying status risk
The Company fails to observe the conditions laid down in the Income
Tax Act 2007 for the maintenance of approved VCT status. The loss of
such approval could lead to the Company ceasing to be exempt from
corporation tax on capital gains, to investors being liable to pay income
tax on dividends received from the Company and capital gains tax on
the disposal of their shares, and in certain circumstances, this could lead
to investors being required to repay the initial income tax relief on their
investment.
The Manager takes legal advice for each transaction to ensure all investments are qualifying. Advance
assurance, where appropriate, is sought from HMRC ahead of completion. The Manager keeps the
Company’s VCT qualifying status under continual review, seeking to take appropriate action to maintain
it where required, and its reports are reviewed by the Board on a quarterly basis. The Board has also
retained Shakespeare Martineau LLP to undertake an independent VCT status monitoring role.
Investment valuation and
liquidity risk
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 using estimates and judgements and is reliant
on the accuracy and completeness of information provided by investee
companies. As the Manager’s remuneration is based on the Company’s
Net Asset Value, there is an inherent conflict of interest in valuations of
the portfolio by the Manager.
The Company may not be able to sell its investments in unquoted
companies. Insufficient capital realisations and the Company’s inability to
raise new capital could prevent the Company from meeting its financial
objectives and restrict dividends and buybacks.
The Manager aims to limit the risk attached 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 15. The Board reviews portfolio valuations
quarterly and the external auditor performs an annual review, as noted in the Independent Auditor’s
Report.
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Foresight Enterprise VCT plc
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Risks
Principal risks, risk management and regulatory environment
Risk Description Key controls and mitigation
Emerging risks
Geopolitical risk
The risk that geopolitical activity has a negative impact on the Company
by disrupting supply chains, raising costs, etc.
The Company maintains a diversified portfolio across various sectors and geographies to manage
exposure to global political and economic instability. The Company focuses on industries that
demonstrate long‑term resilience and conduct rigorous macroeconomic analysis and scenario planning
to anticipate potential disruptions, allowing us to adjust our investment strategy proactively.
By prioritising companies with strong fundamentals, adaptable business models and robust financial
health, we enhance our portfolio’s ability to withstand economic volatility. The Company engages with
portfolio companies to ensure proactive risk management, agile operational strategies, and contingency
planning to mitigate the impact of regulatory changes, trade disruptions and market fluctuations.
The Manager mitigates geopolitical risk through strategic diversification, continuous risk monitoring and
investment in resilient businesses. The Company minimises exposure by prioritising companies with
adaptable supply chains and strong governance, ensuring regulatory compliance and robust contingency
planning to safeguard long-term value against geopolitical uncertainties.
Cybersecurity
The risk that Company information, including the personal data of
investors, is lost or shared with unauthorised parties as a result of a
cyber‑attack or that the Company’s information and technology systems
become vulnerable to damage or interruption, resulting in them becoming
compromised and/or inoperable.
The Manager carries out annual audits on key service providers to the Company, either through a due
diligence questionnaire or on‑site visits, where matters such as cyber security, internal controls and
processes are assessed, and feedback and recommendations are shared with the service provider.
Furthermore, the Manager has implemented key controls, such as strong access control, and conducts
continuous monitoring to ensure disaster recovery and business continuity measures are in place.
The Manager also emphasises security awareness and training for employees, assesses third‑party
cyber security practices, and performs regular security assessments to identify and address potential
vulnerabilities.
Artificial intelligence (“AI”)
The risk that the rapid implementation and misuse of Artificial
Intelligence could have a significant negative impact on the Company
and the Manager. Malicious actors may increasingly use AI tools to
conduct misinformation campaigns, generate convincing deep‑fakes,
or impersonate individuals for financial gain, which could expose the
Company to reputational damage, operational disruption, or financial
loss. Additionally, there is a risk that extensive or rapid adoption of AI
within the workplace could lead to over‑reliance on automated outputs,
potentially diminishing employee judgement, critical‑thinking capabilities,
and long-term operational resilience.
The Manager has implemented data governance practices, strict access control policies and continuous
monitoring to ensure the security of its use of AI. The Manager assesses the security practices of
third-party suppliers and includes AI-specific security requirements in contracts where appropriate.
Ongoing training and awareness campaigns keep employees informed about AI‑related security risks and
best practices. These measures ensure the use of AI is resilient against potential cyber security threats.
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In accordance with the AIC Corporate Governance Code
(2024), the Directors have assessed the prospects of the
Company over the three-year period to 31 December 2028.
This period is consistent with the time horizon used by the
Board for strategic planning purposes and is considered
appropriate given the nature and scale of the Company’s
activities.
While the Company’s investment strategy is long term,
the three‑year assessment period enables the Board to
undertake a robust and meaningful evaluation of the principal
risks and opportunities facing the Company over the short
to medium term. This time horizon aligns with the Board’s
strategic planning cycles and provides a balanced framework
for assessing resilience, adaptability to market conditions and
progress towards the Company’s long-term objectives.
Principal risks and uncertainties
In making this statement, the Board carried out a robust
assessment of the principal risks facing the Company,
including those that might threaten its business model,
futureperformance, solvency or liquidity. The Board
concentrated its efforts on the major factors that affect
theeconomic, regulatory and political environment.
Business model and strategy
The Board also considered the ability of the Company to
raise finance and deploy capital. This assessment took
account of the availability and likely effectiveness of the
mitigating actions that could be taken to avoid or reduce
the impact of the underlying risks, including the Manager
adapting its investment process to take account of the
morerestrictive VCT investment rules that currently apply.
Financial position and performance
The Directors have also considered the Company’s income
and expenditure projections and underlying assumptions
for the next three years and found these to be realistic
andsensible.
Stress testing and scenario analysis
Stress testing on the cash flow forecast has not been
performed, due to the discretionary nature of the main
inflows and outflows. If fewer funds are raised, and fewer
realisations achieved, then fewer investments and buybacks
can be made and reduced dividends can be paid. The
contracted ongoing costs of the Company are sufficiently
covered for the next three years and, in addition, the normal
ongoing expenses are subject to an annual expenses cap.
Based on the Company’s processes for monitoring cash flow,
share price discount, review of the investment objective and
policy, asset allocation, sector weightings and portfolio risk
profile, the Board has concluded that there is a reasonable
expectation that the Company will be able to continue in
operation and meet its liabilities as they fall due over the
three years to 31 December 2028.
This Strategic Report has been prepared in accordance with
the requirements of Section 414 of the Companies Act 2006
and best practice. Its purpose is to inform the members of
the Company and help them to assess how the Directors
have performed their duty to promote the success of the
Company, in accordance with Section 172 of the Companies
Act 2006.
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.
Based on this comprehensive assessment, the Board has
a reasonable expectation that the Company will be able
to continue in operation and meet its liabilities as they fall
due over the next three years. The Board is confident in
the Company’s ability to navigate potential challenges and
capitalise on opportunities to achieve its strategic objectives.
The Board acknowledges that the assessment is subject
to inherent uncertainties and assumptions. Any significant
changes in the external environment or unforeseen events
could impact the Company’s viability. The Board will continue
to monitor these factors closely and take appropriate actions
to ensure the Company’s long-term success.
This Strategic Report has been approved for issue by
theBoard.
Michael Gray
Chair
21 April 2026
Viability Statement
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63 Board of Directors
65 Directors’ Report
71 Corporate Governance
77 Audit Committee Report
79 Directors’ Remuneration Report
83 Statement of Directors’ Responsibilities
Governance
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Strategic Report
Introduction
Governance
Financial Statements

The Directors have significant relevant experience of similar investment funds, regulatory organisations,
corporategovernance of listed companies, the private equity industry and investing in small companies.
Board of Directors
Michael Gray
Chair of the Board
Appointed
14 February 2017
Experience
Michael has extensive experience in funds, banking and other capital markets. He was most recently the
regional managing director, corporate banking for RBS International with responsibility for The Royal Bank
of Scotland’s Corporate Banking Business in the Crown Dependencies and British Overseas Territories. In
a career spanning 31 years with The Royal Bank of Scotland Group plc, Michael has undertaken a variety
of roles including that of auditor and has extensive general management and lending experience across a
number of industries.
Other positions
Michael is a Fellow of The Chartered Institute of Bankers in Scotland and a qualified corporate treasurer.
Heis also a Non-Executive Director on a Swedish private equity group board and sits on the advisory board
of a Japanese private equity group, specialising in smaller company investments.
Beneficial shareholding at the date of this report
28,448 shares
Gaynor Coley
Non-Executive Director and Chair of the Audit Committee
Appointed
10 September 2020
Experience
Gaynor is a Chartered Accountant with over 30 years of experience in private and public sector finance.
She is Chair of the Audit Committee and has extensive experience of governance, compliance and risk
management. She is a non-executive director of Lowland Investment Co plc and chair of the audit committee
and a non-executive director of Blackrock American Income Trust plc.
Other positions
Gaynor is very familiar with the challenges of stakeholder management, business growth and development.
She was a Founding Director of the £140 million award-winning Eden Project, leading the funding and
setting up of the innovative social enterprise structure. After 13 years as Managing Director at the Eden
Project, she went on to join the Royal Botanic Gardens, Kew as Director of Public Programmes, responsible
for rebranding the gardens and growing the commercial income streams. She then chaired the board of
directors of Wave Bristol Ltd, an inland surf project, from start-up for five years. She was Director of Finance
at Plymouth University for five years prior to joining the Eden Project, encouraging spin-out companies and
enterprise initiatives.
Beneficial shareholding at the date of this report
25,347 shares
Audit Committee Management Engagement & Remuneration Committee Nomination Committee
C
Chair
C
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Board of Directors
Ian Harris
Non-Executive Director
Appointed
1 December 2023
Experience
Ian joined the Board on 1 December 2023. He has considerable experience in the private markets
sector and was a Partner and Chief Operating Officer at SL Capital Partners LLP, the private equity
and infrastructure division of Standard Life Investments. Ian had responsibility for all aspects of fund
administration, finance, tax, compliance/risk and client reporting. Ian chaired valuation and risk committees
covering a wide range of unlisted asset classes and has served on the board of investment vehicles
domiciled in the UK, US, Ireland and Luxembourg.
Other positions
Ian is a Chartered Accountant and a member of the ICAEW. He is also a trustee and Chair of Scotland Yard
Adventure Centre (“The Yard”), a charity based in Edinburgh. Prior to being appointed Chair of The Yard in
September 2024, Ian was Deputy Chair and also chaired the Audit and Finance Committee of The Yard.
Beneficial shareholding at the date of this report
72,449 shares
Kavita Patel
Non-Executive Director, Deputy Chair and Chair of the Management Engagement
&Remuneration Committee and Nomination Committee
Appointed
1 September 2023
Experience
Kavita joined the Board on 1 September 2023 and was appointed Deputy Chair on 1 January 2024.
Until31July 2024, she was a member of Ampa Holdings, a professional services group, and a Partner and
Head of Investment Funds at law firm, Shakespeare Martineau LLP, for whom she subsequently undertook a
consultancy role, ceasing on 30 April 2025. Kavita has a wealth of experience advising clients in the financial
services arena, both in the retail and institutional space on corporate, regulatory and governance matters,
and is considered a VCT specialist.
Other positions
Kavita is also a Non-Executive Director of Nottingham Building Society where she sits on the Board Risk
Committee, the Board Audit Committee and the Remuneration Committee, as well as being the Board
Consumer Duty Champion. Kavita is also a member of the AIC VCT Forum.
Beneficial shareholding at the date of this report
58,806 shares
C
C
Audit Committee Management Engagement & Remuneration Committee Nomination Committee
C
Chair
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The Directors present their report together with the audited financial
statements of the Company for the year ended 31 December 2025.
Directors’ Report
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2024 and the Directors have managed and
intend to continue to manage the Company’s affairs in such
amanner as to comply with these regulations.
Results and dividends
The total return attributable to Shareholders for the year
amounted to £3,610,000 (2024: £11,409,000). The Board paid
a special dividend of 3.1p on 16 May 2025 and an interim
dividend of 2.8p per share on 18 July 2025.
Net Asset Value Total Return
The Company’s principal indicator of performance, NAV Total
Return per share, was 2.2% in the year to 31 December 2025
(6.6% in the year to 31 December 2024).
Political contributions
During the fiscal year, the Company did not make any political
contributions. The Board remains committed to maintaining
transparency and adhering to all relevant regulations
regarding political donations and contributions.
Engagement with suppliers, customers and others
In accordance with the Companies Act 2006, the Directors
have had regard to the interests of the Company’s key
stakeholders, including suppliers, customers and other
business partners, in the performance of their duties
throughout the year. The Board recognises that effective
stakeholder engagement is fundamental to building strong
and sustainable relationships, maintaining a high‑quality
supply chain and understanding stakeholder expectations.
Engagement has been undertaken through regular dialogue,
feedback mechanisms and ongoing collaboration, and
the insights gained have informed Board discussions and
decision‑making, supporting the Company’s long‑term
success.
Share issues
During the year, 17,703,296 shares and 4,946,026 shares
were issued pursuant to an offer for subscription and the
dividend reinvestment scheme respectively. Shares were
issued at issue prices ranging from 50.7p to 54.5p per share.
At 31 December 2025, the Company had 312,434,761 shares
in issue.
Share buybacks
During the year, the Company repurchased 9,042,815 shares
for cancellation at a cost of £4.3 million. No shares bought
back by the Company are held in treasury. Share buybacks
have been completed at an average discount of 5.0%.
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 56 to 60.
Financial instruments
Details of all financial instruments used by the Company
during the year are given in note 15 to the accounts.
Policy of paying creditors
The Company does not subscribe to a particular code but
follows a policy whereby suppliers are paid by the due date
and investment purchases are settled in accordance with the
stated terms. At the year end, trade creditors represented an
average credit period of zero days (2024: zero days).
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Management
The Company has appointed Foresight Group LLP (the
“Manager”) to provide investment management, accounting
and administration services.
Annually, the Management Engagement & Remuneration
Committee reviews the appropriateness of the Manager’s
appointment. In carrying out its review, the Management
Engagement & Remuneration 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 March 2026. The principal terms of the management
agreement are set out in note 3 to the accounts.
The annual expenses cap is 2.35% of net assets, which is at
the lower range of any VCT with total assets over £50 million.
No Director has an interest in any contract to which the
Company is a party other than their own appointment.
Foresight Group LLP was appointed as Manager on
30July 2004 and earned fees of £3,196,000 in the year to
31December 2025 (2024: £3,553,000). These fees related
to the ongoing active management of the portfolio, including
identification of suitable new investment opportunities and
exit routes. Foresight Group LLP received £215,000 excluding
VAT (2024: £207,000) during the year in respect of secretarial,
administrative, accounting and custodian services to the
Company. These fees cover the administrative management
of operating the VCTs, including producing management and
quarterly accounts, monitoring VCT test compliance, managing
the statutory books and making Companies House filings.
A performance incentive fee of £318,000 has been
recognised during the year to 31 December 2025 (2024:
£1,964,000). Foresight Group LLP also received from
investee companies arrangement fees of £420,000 (2024:
£411,000) and Directors’ fees of £857,000 (2024: £876,000).
Arrangement fees cover the cost of each deal process,
including conducting due diligence and negotiating with
management and Shareholders, and Directors’ fees cover
the cost of Foresight employees acting as Directors on the
Boards of each investee company.
Year ended
31December
2025
£’000
Year ended
31December
2024
£’000
Management fee 3,196 3,553
Secretarial fee 215 207
Performance incentive fee 318 1,964
Arrangement fees 420 411
Directors’ fees 857 876
5,006 7,011
All amounts are stated, where applicable, net of VAT. The
Manager is also a party to the performance incentive
agreements described in note 13 to the accounts. Foresight
Promoter LLP, a related party to the Manager, earned fees
of £197,000 (2024: £554,000) in respect of costs incurred
related to share allotments in the year.
At the time of writing, officers and staff of the Manager held a
total of 97,951 shares in the Company.
Performance-related incentives
The Manager is entitled to a payment equal to 15% of
dividends paid to Shareholders, subject to the total return
(Net Asset Value plus cumulative dividends paid per share)
exceeding 100.0p (“High Watermark”), both immediately
before and after the performance incentive fee is paid.
After each distribution is made to Shareholders where
a performance incentive is paid, the High Watermark
required to be achieved by the Company to trigger a further
performance incentive fee will be amended to take account
of the dividend paid. As a result of performance incentive
fee payments made in the current and previous years, the
High Watermark as at 31 December 2025 was 117.4p
(2024:116.8p). Further details can be found in note 13 to
theaccounts.
The performance incentive fee may be satisfied by either
acash payment or the issue of shares (or by a combination
of both) ultimately at the Board’s discretion and, as such,
qualifies as a share-based payment. Any new shares to be
issued to the Manager would be calculated by dividing the
performance fee cash equivalent amount by the latest Net
Asset Value per share after adding the cumulative dividends
to be paid.
A performance incentive fee of £318,000 was paid in the
year (2024: £3,079,000). A performance incentive fee accrual
of £nil (2024: £nil) has been provided for in these accounts.
Further details can be found in note 13 to the accounts.
Directors’ Report
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Venture Capital Trust status
Foresight Enterprise 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 2024.
The next complete review will be carried out for the year
ended 31 December 2025. 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. As at 31 December 2025,
theCompany had 96.8% (by VCT value) of its applicable
funds in such VCT qualifying holdings.
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. From 6 April 2026, the income
tax relief was reduced from 30% to 20%.
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 26 for more
details on likely future developments.
Alternative Investment Fund Managers Directive
(“AIFMD”)
The AIFMD came into force on 22 July 2013 and sets out
the rules for the authorisation and ongoing regulation
of Alternative Investment Fund Managers (“AIFMs”) that
manage authorised Alternative Investment Funds (“AIFs”) in
the EU. The Company qualifies as a small authorised AIF
and so is required to comply, although additional costs and
administration requirements are not material. 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)
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 21 April 2026 was
390,168,331 Ordinary Shares of 1p each. Further information
on the share capital of the Company is detailed innote 11 to
the accounts.
Voting rights in the Company’s shares
Details of the voting rights in the Company’s shares at the
date of this report are given in note 5 in the Notice of Annual
General Meeting on page 118.
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 reappointment of Deloitte
LLP as auditor and a resolution concerning this will be
proposed at the Annual General Meeting.
Directors’ Report
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Directors’ Report
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.
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
Register of Directors’ Conflicts of Interest, which is reviewed
quarterly by the Board and when changes are notified. The
Directors advise the Company Secretary and the 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. As a consequence, the
Board believes that the Company is able to manage its
business risks.
Three-year cash flow projections to 31 December 2028
have been reviewed and show that the Company has
sufficient funds to meet both its contracted expenditure
and its discretionary cash outflows in the form of share
buybacks and dividends. The Company has no external loan
finance inplace and therefore is not exposed to any gearing
covenants, although its underlying investments may have
external loan finance.
The Directors have considered the impact of the difficult
economic outlook, US trade tariffs, energy costs and ongoing
geopolitical tensions during their assessment of going
concern and have reasonable expectation that the Company
has adequate resources to continue in operational existence
for the foreseeable future, being at least 12 months from the
date of approval of these financial statements. Thus, they
continue to adopt the going concern basis of accounting in
preparing the annual accounts.
Post-balance sheet events are disclosed in note 20.
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Directors’ Report
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 79 to 82.
Directors’ indemnification and insurance
To the extent permitted by law, the Directors have the
benefit of indemnities under the Articles of Association of
the Company against liabilities they may incur acting in their
capacity as Directors of the Company.
An insurance policy is maintained by the Company which
indemnifies the Directors of the Company against certain
liabilities that may arise in the conduct of their duties.
Thereisno cover against fraudulent or dishonest actions.
These indemnities were made during the year and remain in
force at the date of this report.
Annual General Meeting
A formal notice convening the Annual General Meeting on
11June 2026 can be found on pages 116 to 117.
Resolutions 1 to 8 will be proposed as ordinary resolutions,
meaning that for each resolution to be passed, more than
50% of the votes cast at the meeting must be in favour of the
resolution. Resolutions 9 and 10 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 8 to 10 renew share issue and
buyback authorities granted at previous general meetings of
the Company and 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 8
Resolution 8 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 £1,900,000 (representing approximately 48.7% 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 9.
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 Foresight Group 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 8 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 2027, 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
pursuance of a contract or contracts made prior to the
expiration of this authority.
Resolution 9
Resolution 9 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 £1,000,000 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 Foresight
Group at a subscription price per share 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 9 is in substitution
for all existing authorities and will expire (unless renewed,
varied or revoked by the Company in a general meeting) at
the conclusion of the Annual General Meeting to be held in
2027 or, if earlier, on the date falling 15 months after the
passing of the resolution, save that the Company shall be
entitled to make offers or agreements before the expiry of
such authority which would or might require equity securities
to be allotted after such expiry, and Directors shall be
entitled to allot equity securities pursuant to any such offers
or agreements as if the authority conferred hereby had
notexpired.
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Directors’ Report
Annual General Meeting
Resolution 10
It is proposed by Resolution 10 that the Company be
authorised to make market purchases of the Company’s own
shares. Under this authority, the Directors may purchase up
to 58,486,232 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 10 is in substitution for
all existing authorities and will expire (unless renewed, varied
or revoked by the Company in a general meeting) at the
conclusion of the Annual General Meeting to be held in 2027
or, if earlier, on the date falling 15 months after the passing
of the resolution, save that the Company may purchase its
shares after such date in pursuance of a contract or contracts
made prior to the expiration of this authority.
Front‑end VCT income tax relief is only obtainable by an
investor who makes an investment in new shares issued by
the Company. This means that investors may be willing to pay
more for new shares issued by the Company than they would
pay to buy shares from an existing Shareholder. Therefore, in
the interest of Shareholders who may wish to sell shares from
time to time, the Company proposes to renew the authority
to buy‑in shares, as it enables the Board to provide a degree
of liquidity in the Company’s shares.
Whilst, generally, the Company does not expect that
Shareholders will want to sell their shares within five years
of subscribing for them because this would lead to a loss
of tax relief, the Directors anticipate that from time to time
a Shareholder may need to sell shares within this period. In
making purchases, the Company will deal only with member
firms of the London Stock Exchange and at a discount to the
then prevailing Net Asset Value per share of the Company’s
shares to ensure that existing Shareholders’ interests are
protected.
This report has been approved for issue by the Board.
Foresight Group LLP
Company Secretary
21 April 2026
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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 (”FRC”), as well as
setting out additional Provisions on issues that are of specific
relevance to the Company.
During the year, the Board focused on the implementation
of the AIC Corporate Governance Code 2024, which applies
to accounting periods beginning on or after 1 January 2025,
to ensure continued compliance with its Principles and
Provisions.
The Company has complied with the applicable Principles
and Provisions of the AIC Code for the year ended
31December 2025.
The Board considers that reporting against the Principles and
Provisions of the AIC Code, which has been endorsed by the
FRC, provides more relevant information to Shareholders.
The Board
The Board comprises four Directors, all of whom are
non‑executive and independent for the purposes of the AIC
Code and the UK Listing Rules. 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 considers
there to be no circumstances which are likely to impair the
Chair’s independence.
Kavita Patel was a partner at Shakespeare Martineau until
31 July 2024 and thereafter a consultant to Shakespeare
Martineau until 30 April 2025. Shakespeare Martineau
provides legal and VCT status advice to the Company, as well
as delivering legal services to Foresight Group. Historically,
Kavita was responsible for these services; however, she
ceased to have any involvement in the provision of services
to the Company in May 2023 prior to her appointment to the
Board and her involvement in the provision of services to the
Manager was in relation to non‑VCT matters from the same
date.
During the year, the Board conducted a detailed assessment
of Kavita’s independence. It was concluded that, while her
consultancy arrangement with Shakespeare Martineau was
ongoing, she would not be considered independent for the
purpose of the UK Listing Rules or the AIC Code due to
Shakespeare Martineau’s role as a professional adviser to the
Company and Foresight Group.
Following the conclusion of Kavita’s consultancy arrangement
with Shakespeare Martineau on 30 April 2025 she is now
independent for the purposes of the UK Listing Rules and the
Board considers her independent notwithstanding the AIC
Code, the Board having concluded that her prior involvement,
in particular as the relationship is historic and the nature was
that of a legal adviser, does not create a conflict of interest or
compromise her independence.
Corporate Governance
Michael Gray
Chair
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The Board
In compliance with the AIC Code and the UK Listing Rule
9.8.6, the Board remains committed to maintaining high
standards of governance and transparency. This includes
ensuring that all reviews and assessments are conducted
withthe utmost diligence and integrity.
The Directors have significant relevant experience of similar
investment funds to VCTs, regulatory organisations, corporate
governance of listed companies, the private equity sector and
investing in small companies.
Disclosure of conflicts of interest
In line with the AIC Corporate Governance Code 2024,
the Board has established robust procedures for the
identification, disclosure and management of conflicts of
interest. Directors are required to declare any actual or
potential conflicts at the start of each Board meeting and as
they arise during the year.
The Board maintains a register of interests and ensures that
any identified conflicts are managed appropriately, including,
where necessary, through the recusal of affected Directors
from relevant discussions or decisions. These arrangements
support the integrity of the Board’s decision‑making and
ensure that independent judgement is maintained and not
unduly influenced by third parties.
Diversity and Inclusion Statement
In compliance with DTR 7.2.8A, the Board of Directors
remains committed to fostering diversity and inclusion. The
Board currently consists of four Directors, two of whom are
female and two male, including one Director from a minority
ethnic background.
Following the upcoming Annual General Meeting, the
composition of the Board will change in line with planned
succession. The Board considers diversity of gender,
background and experience to be an important factor in
ensuring effective governance and balanced decision-making,
and believes that a diverse Board enhances constructive
challenge and strategic oversight.
Relationship with the Manager
The Board maintains a close and constructive relationship
with the Manager, which is essential for the effective
operation of the Company. Regular meetings are held to
discuss the Company’s performance, strategic direction
and any issues that may arise. The Manager provides
comprehensive reports on portfolio performance, market
conditions and investment opportunities, enabling the Board
to make informed decisions. This collaborative relationship
ensures that the Company’s long‑term objectives are aligned
with the interests of Shareholders.
External Board evaluation
During the year ended 31 December 2025, the Board
considered the outcomes of an externally facilitated
evaluation of its performance, effectiveness and composition,
which was conducted during the year by Round Governance
Services Limited. The evaluation reviewed the effectiveness of
the Board, its committees and individual Directors.
The findings of the evaluation were discussed by the Board,
and the actions identified continue to be progressed as
part of the Board’s ongoing governance, development and
succession planning processes. As an external evaluation was
undertaken during the year, an internal Board evaluation did
not take place in FY25 and is scheduled to resume in FY26.
Role of the Chair
The Chair leads the Board in setting the Company’s strategic
direction and overseeing the delivery of its objectives.
The Chair is responsible for the effective operation of the
Board, including planning and chairing meetings, setting
the agenda and ensuring that Directors receive accurate,
timely and clear information. The Chair also promotes
open discussion, constructive challenge and the effective
contribution of all Directors.
Board leadership
The leadership of the Board is instrumental in guiding the
Company towards achieving its strategic objectives. The
Chair, along with the Directors, provides strong and effective
leadership, fostering a culture of accountability, transparency
and ethical conduct.
The Board’s leadership ensures that the Company adheres
to its core objectives and principles, while also driving
innovation and consistent growth. Through proactive
engagement with stakeholders, the Board demonstrates its
commitment to delivering long‑term value for Shareholders
and other stakeholders.
Corporate Governance
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Corporate Governance
Culture
The Board is responsible for satisfying itself that the culture
of the Manager remains aligned with the Company’s purpose,
values and long-term strategy. To support this oversight, the
Board maintains a range of established mechanisms, including
regular reporting and dialogue with the Manager, periodic
performance reviews, site visits, training and development
initiatives and feedback from key stakeholders.
These mechanisms enable the Board to monitor cultural
alignment on an ongoing basis and to identify areas
of strength and opportunities for improvement where
appropriate.
Director tenure
In alignment with Principle J of the AIC Code 2024, the
Board has established guidelines regarding the tenure of its
directors. It is generally expected that directors will not serve
on the Board for more than nine years. This policy is designed
to ensure the Board remains dynamic and refreshed with
newperspectives, while maintaining a balance of experience
and continuity.
However, the Board recognises that there may be exceptional
circumstances where it is in the best interests of the
Company for a director to serve beyond this period. Such
circumstances will be considered on a case‑by‑case basis,
taking into account the director’s contribution, performance
and the needs of the Company at that time.
Division of responsibilities
The Board is responsible to Shareholders for the proper
management of the Company and meets at least quarterly
and on an ad hoc basis as required. It has formally adopted
a schedule of matters that are required to be brought to it
for decision, thus ensuring that it maintains full and effective
control over appropriate strategic, financial, operational and
compliance issues.
A management agreement between the Company and the
Manager sets out the matters over which the Manager has
authority, including monitoring and managing the existing
investment portfolio and the limits above which Board
approval must be sought. All other matters are reserved
for the approval of the Board of Directors. The Manager,
in the absence of explicit instruction from the Board,
is empoweredto exercise discretion in the use of the
Company’s voting rights.
Individual Directors may, at the expense of the Company,
seek independent professional advice on any matter that
concerns them in the furtherance of their duties.
The Board has access to the Manager’s company secretarial
team who act on behalf of the Manager as Company
Secretary to the Company and who also attend Board
meetings. The Company Secretary plays a crucial role in
ensuring effective governance by providing comprehensive
support to the Board and its committees, facilitating clear
communication, and ensuring compliance with statutory and
regulatory requirements.
Representatives of the Manager attend all formal Board
meetings, although the Directors may on occasion meet
without representatives of the Manager being present.
Informal meetings with the Manager are also held between
Board meetings as required. Attendance by Directors at
Board and Committee meetings is detailed in the table on
thefollowing page.
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Corporate Governance
Division of responsibilities
In addition to the meetings below, 11 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
Gaynor Coley 4/4 2/2 2/2 1/1
Michael Gray
1
4/4 2/2 2/2 1/1
Ian Harris 4/4 2/2 2/2 1/1
Kavita Patel 4/4 2/2 2/2 1/1
1. On 11 April 2024, the Audit Committee agreed that it was best practice for Michael Gray as the Chair of the Board to attend the
Audit Committee meetings as an observer moving forward.
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 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.
The Board has not appointed a Senior Independent Director, reflecting the size and composition
of the Board and the Company’s externally managed structure. The Board will continue to keep
this position under review as part of its ongoing succession planning.
In accordance with the AIC Code, the Chair of the Board is not a member of the Audit
Committee, ensuring an appropriate balance between leadership and independent oversight.
Board committees
The Board has adopted formal terms of reference, which are available to view on the
website (www.foresightenterprisevct.com), for three standing committees which make
recommendations to the Board in specific areas.
The Audit Committee comprises Gaynor Coley (Chair), Kavita Patel and Ian Harris (with Michael
Gray in attendance), all of whom are considered to have sufficient recent and relevant financial
experience to discharge the role and meets at least twice a year to consider, amongst other
things, the following:
ș Review the valuation of unquoted investments
ș Monitor the integrity of the Annual and Half-Yearly Reports of the Company and recommend
the accounts to the Board for approval
ș Review the Company’s internal control and risk management systems
ș Make recommendations to the Board in relation to the appointment of the external auditor
ș Review and monitor the external auditor’s independence
ș Implement and review the Company’s policy on the engagement of the external auditor to
supply non‑audit services
In the prior year, the Shareholders 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 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 Company’s Chair,
Michael Gray, is no longer a member of the Audit Committee following FRC best practice.
The Management Engagement & Remuneration Committee comprises Kavita Patel (Chair),
Gaynor Coley, Michael Gray and Ian Harris 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 Management Engagement & Remuneration Committee also reviews the appointment and
terms of engagement of the Manager. The Board has decided that the entire Board of Directors
should fulfil the role of the Management Engagement & Remuneration Committee due to its size.
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Corporate Governance
Board committees
The Nomination Committee comprises Kavita Patel (Chair),
Gaynor Coley, Michael Gray and Ian Harris 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
believes that diversity of experience and approach, including
gender diversity and ethnic minority representation, amongst
Board members is important and it is the Company’s policy
to give careful consideration to issues of Board balance,
diversity and culture when making new appointments.
TheBoard currently comprises two male Directors and two
female Directors, with one Director from an ethnic minority
background. There is no formal diversity policy in place;
however, the Board is conscious of the need for diversity and
will consider both male and female candidates from all ethnic
backgrounds when making new appointments.
The Board also recognises the importance of fostering a
positive and inclusive culture that aligns with the Company’s
values and strategic objectives.
The Nomination Committee makes recommendations to the
Board on the Company’s succession plans and also considers
the resolutions for the re-election of Directors.
Michael Gray will retire from the Board at the Company’s
Annual General Meeting on 11 June 2026. Following the AGM,
Kavita Patel will assume the role of Chair of the Board. These
changes support the Board’s ongoing succession planning
and ensure continuity of leadership and effective governance.
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 equity
investments.
There is a continuous process for identifying, evaluating
and managing the significant risks faced by the Company
that has been in place for the year under review and up to
the date of approval of the Annual Report and Accounts,
and this process is regularly reviewed by the Board and
accords with the guidance. The process is based principally
on the Manager’s existing risk‑based approach to internal
control whereby a risk register is created that identifies the
key functions carried out by the Manager and other service
providers, the individual activities undertaken within those
functions, the risks associated with each activity and the
controls employed to counter those risks. A residual risk
rating is then applied.
The Board is provided with reports highlighting all changes
to the risk ratings and confirming the action that has been,
or is being, taken. This process covers consideration of the
key business, operational, compliance and financial risks
facing the Company and includes consideration of the risks
associated with the Company’s arrangements with the
Manager, 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).
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.
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Corporate Governance
Internal controls
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. foresight.group/other-information/stewardship/.
Relations with Shareholders
The Company maintains an open and transparent approach
to communication with Shareholders and seeks to engage
with them in a manner that supports effective oversight and
informed decision-making. Shareholder views are considered
where appropriate, and feedback is valued as an important
input into the Board’s deliberations.
The Manager publishes quarterly factsheets and updates
on portfolio activity, including new investments, which are
made available through the Company’s website. These
communications are intended to provide Shareholders with
clear and timely information on the Company’s strategy,
performance and portfolio developments.
In line with the principles of the AIC Code of Corporate
Governance 2024, the Board is committed to transparency,
accountability and constructive dialogue with Shareholders.
The Board believes that ongoing engagement supports
effective governance and helps ensure that the Company’s
long‑term strategy remains aligned with Shareholder
interests.
Shareholders are encouraged to attend and participate in the
Annual General Meeting, where they have the opportunity to
ask questions of the Directors, including the Chair and the
Chairs of the Audit, Nomination and Management Engagement
& Remuneration Committees. Shareholders are also given the
opportunity to engage directly with the Manager, supporting
informed discussion and accountability. For more information
on the Directors’ relations with Shareholders, please refer to
the Section 172(1) statement in the Strategic Report on pages
42 to 51.
Michael Gray
Chair
21 April 2026
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The Audit Committee is comprised solely of Independent
Non-Executive Directors. In line with the recommendations
of the AIC Code of Corporate Governance, the Chair of
the Board does not sit on the Audit Committee, supporting
the independence and effectiveness of the Committee’s
oversight. Each member has recent and relevant financial
experience and the Committee as a whole has competence
relevant to the sector in which the Company operates.
Principal objective
The principal objective of the Committee is to provide
assurance as to the effectiveness of the Company’s internal
controls and the integrity of the financial records and
externally published results.
Principal responsibilities
The principal responsibilities of the Committee are set out in
the terms of reference of the Committee and are reviewed
annually. In accordance with DTR 7.2.7R, the Audit Committee
is comprised entirely of Independent Non-Executive Directors
with recent and relevant financial experience. The Committee
is responsible for monitoring the integrity of the Company’s
financial statements and formal announcements relating to
financial performance, reviewing the effectiveness of the
Company’s internal control and risk management systems,
and considering significant financial reporting judgements.
The Audit Committee also oversees the relationship with
the external auditor, including monitoring the auditor’s
independence, objectivity and effectiveness, and reviewing
the nature and extent of non-audit services provided.
Key areas of focus
The Audit Committee has identified and considered the
following key areas of risk in relation to the business activities
and financial statements of the Company:
ș Valuation of unquoted investments
ș Existence of unquoted investments
ș Venture Capital Trust status
These issues were discussed with the Manager and the
auditor at the conclusion of the audit of the financial
statements, as explained below:
Valuation of unquoted investments
The Directors have met quarterly to assess the
appropriateness of the estimates and judgements made
by the Manager, and approve the investment valuations.
As a VCT, the Company’s investments are all in unquoted
securities, which can be difficult to value and require the
application of skill, knowledge and judgement by the Board
and Audit Committee. During the valuation process, the
Manager follows the valuation methodologies for unlisted
investments as set out in the IPEV Valuation Guidelines and
appropriate industry valuation benchmarks. These valuation
policies are set out in note 1 of the accounts. These were then
further audited by the auditor and reviewed and challenged
by the Audit Committee. The Manager confirmed to the
Audit Committee that the investment valuations had been
calculated consistently with prior years and in accordance
with published industry guidelines, taking account of the
latest available information about investee companies and
current market data.
Audit Committee Report
Gaynor Coley
Chair of the Audit Committee
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Existence of unquoted investments
For all investments made, both share certificates and
loan stock documentation are held by the Manager in the
Company’s own name and regular reconciliations are carried
out by the Manager to ensure that valid documents of title
are held.
Venture Capital Trust status
Maintaining VCT status and adhering to the tax rules of
Section 274 of ITA 2007 is critical to both the Company and
its Shareholders for them to retain their VCT tax benefits.
The Manager confirmed to the Audit Committee that the
conditions for maintaining the Company’s status as an
approved VCT had been met throughout the year. The
Manager seeks legal advice in advance for all qualifying
investments and reviews the Company’s qualifying status
in advance of realisations being made and throughout the
year. The Audit Committee is in regular contact with the
Manager and any potential issues with VCT status would
be discussed at or between formal meetings. In addition,
an external third‑party review of VCT status is conducted
by Shakespeare Martineau LLP on a quarterly basis and
this is reported to both the Board, Audit Committee and
theManager.
Auditor’s assessment
The Manager and auditor confirmed to the Audit Committee
that they were not aware of any material misstatements.
Having reviewed the reports received from the Manager
and the auditor, the Audit Committee is satisfied that the
key areas of risk and judgement have been addressed
appropriately in the financial statements and that the
significant assumptions used in determining the value of
assets and liabilities have been properly appraised and
are sufficiently robust. TheAudit Committee considers
that Deloitte LLP has carried out its duties as auditor in a
diligent and professional manner. During the year, the Audit
Committee assessed the effectiveness and quality of the
current external audit processby assessing and discussing
specific audit documentation presented to it in accordance
with guidance issued by the Auditing Practices Board. The
audit partner is rotated every five years, ensuring that
objectivity and independence is not impaired.
As part of its review of the continuing appointment of the
auditor, the Audit Committee considers the need to put the
audit out to tender, its fees and independence from the
Manager along with any matters raised during each audit.
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
effectiveness and quality continued to be maintained.
John Clacy has been appointed as the audit partner for the
2025 financial year. 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.
The Audit Committee met in April 2025 to review the Annual
Report and Accounts for the year ended 31 December
2024 and the Company’s risk register, and in September
2025 to review the Half-Yearly Report, the audit plan for
the year ended 31 December 2025 and the Company’s risk
register. The Audit Committee also met in March 2026 to
review the Annual Report and Accounts for the year ended
31December2025.
On behalf of the Board
Gaynor Coley
Chair of the Audit Committee
21 April 2026
Audit Committee Report
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Introduction
The Board has prepared this report in accordance with the
requirements of Schedule 8 of the Large and Medium-sized
Companies and Groups (Accounts and Reports) Regulations
2008. An ordinary resolution to approve this report, in
particular the level of remuneration payable, and proposed
to be paid, to the directors will be put to the members for
approval at the forthcoming Annual General Meeting.
The law requires the Company’s auditor, 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 Management
Engagement & Remuneration Committee
The Board, which is profiled on pages 63 to 64, consists
solely of Non-Executive Directors and considers at least
annually the level of the Directors’ fees.
During the year, as agreed by the Committee and as set out
in the Directors’ Remuneration Report for the financial year
ended 31 December 2024, which received Shareholder
approval at the Annual General Meeting on 10 June 2025,
the base fees of Directors were increased by 3.0%, effective
1July 2025.
In March 2026, the Committee concluded, following a
review of the level of Directors’ fees, there would, subject
to the approval by Shareholders of this report at the Annual
General Meeting to be held on 11 June 2026, be an increase
of 4.0% to the base fee of Directors, effective 1 July 2026.
Consideration by the Directors of matters relating
toDirectors’ remuneration
The Management Engagement & Remuneration Committee
comprises four Directors: Kavita Patel (Chair), Gaynor Coley,
Michael Gray and Ian Harris.
The Management Engagement & 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 Management Engagement & 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 Management
Engagement & 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 Management Engagement & Remuneration
Committee within the framework of this policy.
Directors are not involved in deciding their own individual
remuneration.
Directors’ Remuneration Report
Kavita Patel
Chair of the Management Engagement
&Remuneration Committee
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Annual Report and Accounts 31 December 2025
Strategic ReportIntroduction Governance Financial Statements

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 2025 were agreed on 1 April 2025.
It is considered appropriate that no aspect of Directors’ remuneration should be performance
related in light of the Directors’ non-executive status, and Directors are not eligible for bonuses
or other benefits.
The Company’s policy is to pay the Directors 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
1December 2023 for Ian Harris, 1 September 2023 for Kavita Patel, 10September 2020 for
Gaynor Coley and 14February2017 for Michael Gray, they may resign at any time by giving
notice in writing to the Board or by mutual consent. No compensation is payable to Directors
onleavingoffice.
The above remuneration policy was last approved by Shareholders at the Annual General
Meeting on 10 June 2025 and it is the intention of the Board that the above remuneration
policy will, subject to Shareholder approval, come into effect immediately following the
AnnualGeneral Meeting of the Company on 11 June 2026.
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, 94.3% of Shareholders voted for the
resolution approving the Directors’ Remuneration Report, showing significant Shareholder
support.
Please refer to page 81 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 81. No Director has waived or agreed to waive any
emoluments from the Company in either the current or previous year.
No other remuneration was paid or is payable by the Company during the current or previous
year, nor were any expenses claimed by or paid to them other than for expenses incurred
wholly, necessarily and exclusively in furtherance of their duties as Directors of the Company.
Directors’ liability insurance is held by the Company in respect of the Directors.
Share Price Total Return
The graph below charts the total Shareholder return to 31 December 2025, on the hypothetical
value of £100 invested on 1 January 2021. The return is compared to the total Shareholder
return on a notional investment of £100 in the AIC VCT sector.
140
130
80
150
160
170
31 December
2020
31 December
2021
31 December
2022
31 December
2023
31 December
2025
31 December
2024
Foresight Enterprise VCT plc Share Price Total Return AIC VCT Sector Share Price Total Return
100
90
110
120
NAV Total Return (p)
Directors’ Remuneration Report
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Annual Report and Accounts 31 December 2025
Strategic ReportIntroduction Governance Financial Statements

Directors’ Remuneration Report
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
2025
Shares (audited)
31 December
2024
Shares (audited)
Gaynor Coley 15,267 15,267
Michael Gray 28,448 28,448
Ian Harris 22,046 19,704
Kavita Patel
1
38,645 38,645
Total 104,406 102,064
1. Includes 8,239 shares held by Kavita Patel’s mother.
All the Directors’ share interests shown above were held beneficially.
In February 2026, Gaynor Coley was allotted 10,080 shares in the Company, Ian Harris was
allotted 50,403 shares in the Company and Kavita Patel was allotted 20,161 shares in the
Company, pursuant to the recent offer for subscription.
In accordance with the AIC Code of Corporate Governance and the Company’s Articles
of Association, Directors are subject to re-election by Shareholders at regular intervals,
with nomination for re‑election based on continued satisfactory performance and ongoing
contribution to the Board.
The Board considers that the skills, experience and knowledge of the Directors standing for
re-election continue to complement one another and benefit the Company and therefore
recommends their re-election. Michael Gray will retire from the Board at the conclusion of
the Company’s Annual General Meeting in June 2026 and will therefore not be standing for
re-election. None of the Directors have a contract of service with the Company.
Audited information
The information below has been audited. See the Independent Auditor’s Report on pages 85
to91.
Directors’ fees
year ended
31 December
2025
£
Directors’
taxable
benefits
1
year ended
31 December
2025
£
Total
remuneration
year ended
31 December
2025
£
Total
remuneration
year ended
31 December
2024
£
Gaynor Coley 33,900 2,328 36,228 36,531
Michael Gray 37,425 2,522 39,947 36,725
Ian Harris 27,775 4,335 32,110 29,796
Kavita Patel 29,150 1,567 30,717 28,150
Raymond Abbott
(resigned 11 June 2024) — — — 11,666
Total 128,250 10,752 139,002 142,868
1. Relates to expenses incurred for attending meetings at the Company’s principal place of business.
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 July 2025
after consideration of fees paid to other VCT directors and available independent research.
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Directors’ Remuneration Report
Votes cast For and Against the Directors’ Remuneration Report for the year ended31 December 2024:
Shares and percentage of votes cast
For
Shares and percentage of votes cast
Against
Number of
votes withheld
94.3% 5.7%
8,701,308 votes 522,620 votes 207,761 votes
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
2025
Year ended
31 December
2024
Dividends £18,615,000 £40,887,000
Share buybacks £4,340,000 £9,399,000
Total Shareholder distributions £22,955,000 £50,286,000
Directors’ fees excluding employer’s National Insurance contributions £128,250 £135,541
Directors’ fees % of Shareholder distributions 0.6% 0.3%
Approval of report
An ordinary resolution for the approval of this Directors’ Remuneration Report will be put to Shareholders at the forthcoming Annual General Meeting.
This Directors’ Remuneration Report was approved by the Board on 21 April 2026 and is signed on its behalf by Kavita Patel (Director).
On behalf of the Board
Kavita Patel
Chair of the Management Engagement & Remuneration Committee
21 April 2026
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Statement of Directors’ Responsibilities
Statement of Directors’ responsibilities in respect
ofthe Annual Report and Accounts
The Directors are responsible for preparing the Annual
Report and Accounts in accordance with applicable law
andregulations.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law they have
elected to prepare the financial statements in accordance
with UK Accounting Standards including FRS 102, the
Financial Reporting Standard applicable in the UK and
Republic of Ireland.
Under company law, the Directors must not approve the
financial statements unless they are satisfied that they give
a true and fair view of the state of affairs of the Company
and its profit or loss for that year. In preparing these financial
statements, the Directors are required to:
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
ș Prepare the financial statements on the going concern
basis unless it is inappropriate to presume that the
Company will continue in business
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and explain
the Company’s transactions and disclose with reasonable
accuracy at any time the financial position of the Company
and enable them to ensure that the financial statements
comply with the Companies Act 2006. They are responsible
for such internal control as they determine is necessary
to enable the preparation of financial statements that are
free from material misstatement, whether due to fraud or
error, and have general responsibility for taking such steps
as are reasonably open to them to safeguard the assets of
the Company and to prevent and detect fraud and other
irregularities.
Under applicable law and regulations, the Directors are
also responsible for preparing a Strategic Report, Directors’
Report, Directors’ Remuneration Report and Corporate
Governance Statement that complies with that law and
thoseregulations.
The Directors are responsible for the maintenance and
integrity of the corporate and financial information included
on the Company’s website. Legislation in the UK governing
the preparation and dissemination of financial statements
may differ from legislation in other jurisdictions.
Statement of the Directors in respect of
theAnnualReport
We confirm that to the best of our knowledge:
ș The financial statements, prepared in accordance with the
applicable accounting standards, give a true and fair view
of the assets, liabilities, financial position and profit or loss
of the Company
ș The Directors’ Report and the Strategic Report include a
fair review of the development and performance of the
business and the position of the issuer, together with a
description of the principal risks and uncertainties that
they face
ș 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.
This responsibility statement was approved by the Board of
Directors and is signed on its behalf by:
Michael Gray
Chair
21 April 2026
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Financial Statements
85 Independent Auditor’s Report
92 Statement of Comprehensive Income
93 Reconciliation of Movements in Shareholders’ Funds
95 Balance Sheet
96 Cash Flow Statement
97 Notes to the Accounts
116 Notice of Annual General Meeting
120 Glossary of Terms
121 Financial Conduct Authority
122 Shareholder Information
123 Additional Information
124 Corporate Information
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Strategic Report
Introduction
Governance
Financial Statements

Report on the audit of the financial statements
1. Opinion
In our opinion the financial statements of Foresight Enterprise VCT PLC (the “Company”):
ș give a true and fair view of the state of the Company’s affairs as at 31 December 2025 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 Statement of Comprehensive Income;
ș the Reconciliation of Movements in Shareholders’ Funds;
ș the Balance Sheet;
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 matter The key audit matter that we identified in the current year was
thevaluation of unquoted investments.
The key audit matter is 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 £3.11m which
was determined on the basis of 2% ofthe net asset value (“NAV”)
oftheCompany at the 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 Evaluating 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; and
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 Enterprise VCT plc
85
Foresight Enterprise VCT plc
Annual Report and Accounts 31 December 2025
Strategic ReportIntroduction Governance Financial Statements

Report on the audit of the financial statements
4. Conclusions relating to going concern
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 twelve 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 Directors 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 matter
The key audit matter communicated below is a matter that, in our professional judgement, was of most significance in our audit of the financial statements of the current year and includes the most
significant assessed risks of material misstatement (whether or not due to fraud) that we identified. This matter had the greatest effect on: the overall audit strategy; the allocation of resources in the
audit; and directing the efforts of the engagement team.
This matter was 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 this matter.
5.1. Valuation of unquoted investments
Key audit matter
Key audit matter description
The Company holds unquoted investments of £118.6m representing 76.2% of the entity’s net assets (2024: £109.11m, 67.0%).
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 involve a higher degree of judgement.
We have identified that significant judgement is required in determining: the maintainable performance of the investee company and whether this supports the fair
value; the applicability of companies used as a comparator set for the market multiples approach; and the appropriateness and support for any Discount for Lack of
Marketability (“DLOM”) or additional discounts that may be applied.
We have therefore pinpointed this judgmental area in the valuation of unquoted investments as a key audit matter. Other factors considered in our scoping of
investments included the size and change in value of investment compared to prior year, the trends in investee company performance over recent 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 are disclosed in Note 1l. The valuation of investment risk is included within the
Audit Committee Report on page 77 and 78.
Independent Auditor’s Report
To the members of Foresight Enterprise VCT plc
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Annual Report and Accounts 31 December 2025
Strategic ReportIntroduction Governance Financial Statements

Key audit matter
How the scope of our audit responded to
the key audit matter
We have performed the following procedures to address the key audit matter:
ș Obtained an understanding of 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;
ș For a sample of investments, we tested the judgemental inputs around maintainable revenue/EBITDA against management accounts;
ș For a sample of investments, we 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 For a sample of investments, we evaluated 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 For a sample of investments, we assessed the suitability and accuracy of the multiple from a basket of comparable transactions/quoted companies;
ș For a sample of investments, we tested unquoted investee company data (e.g. financial information and capital structures) to supporting documentation;
ș For a sample of investments, we have assessed whether the applied discounts are aligned with the Manager’s discount policy and their appropriateness based on
individual investment circumstances, we also assessed the ongoing suitability of the overall discount policy;
ș For a sample of investments, performed internet news search on the unquoted investee company and documented our considerations as to how this may impact
the valuation; and
ș Evaluated the adequacy of disclosure within the critical judgement and key sources of estimation uncertainty.
Key observations
Based on our testing, we concluded that the valuation of the unquoted investments is reasonable.
Independent Auditor’s Report
To the members of Foresight Enterprise VCT plc
Report on the audit of the financial statements
5. Key audit matters
5.1 Valuation of unquoted investments
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6.3. Error reporting threshold
We agreed with the Audit Committee that we would report to them all audit differences
in excess of £156k (2024: £162k), 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 identify when assessing the overall presentation of the
financialstatements.
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. We have obtained an understanding of the Manager’s systems of internal controls and
considered in our risk assessment the overall control environment. As a result, given the nature
of the operations and environment, we have not relied on controls in our audit approach.
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 process 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.
Details of the Board’s climate change considerations are provided in the Climate Change
Statement in the Responsible Investment section on page 54. 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 the financial statements and our knowledge obtained in the audit.
Report on the audit of the financial statements
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 £3.11m (2024: £3.25m)
Basis for
determining
materiality
2% (2024: 2%) of NAV
Rationale for
the benchmark
applied
NAV 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 2025 audit same as prior
year.Indetermining performance materiality, we considered the quality of the Company’s
overall control environment and management’s willingness to correct errors identified in
previous audits.
Independent Auditor’s Report
To the members of Foresight Enterprise VCT plc
NAV Materiality
NAV
£155.61m
Materiality
£3.11m
Audit
Committee
reporting
threshold
£0.16m
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Annual Report and Accounts 31 December 2025
Strategic ReportIntroduction Governance Financial Statements

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.
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, the Directors 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 and relevant internal specialists,
which included valuations specialists, regarding how and where fraud might occur in the
financial statements and any potential indicators of fraud.
Report on the audit of the financial statements
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 Statement of Directors’ Responsibilities, 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.
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.
Independent Auditor’s Report
To the members of Foresight Enterprise VCT plc
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ș reading minutes of meetings of those charged with governance, reviewing internal audit
reports 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, including internal specialists and remained alert to any indications
of fraud or non-compliance with laws and regulations throughout the audit.
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.
Report on the audit of the financial statements
11. Extent to which the audit was considered capable of detecting irregularities,
including fraud
11.1. Identifying and assessing potential risks related to irregularities
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 UK 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. This included the Company’s
compliance with Venture Capital Trust regulations.
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, 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;
Independent Auditor’s Report
To the members of Foresight Enterprise VCT plc
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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 ending
31December 2019 and subsequent financial periods. The period of total uninterrupted
engagement including previous renewals and reappointments of the firm is seven years,
covering the years ending 31March 2019 to 31 December 2025.
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.
John Clacy (Senior Statutory Auditor)
For and on behalf of Deloitte LLP
Statutory Auditor
St Peter Port/Guernsey.
21 April 2026
Report on other legal and regulatory requirements
13. Corporate Governance Statement
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 68;
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 61;
ș the Directors’ statement on fair, balanced and understandable set out on page 83;
ș the Board’s confirmation that it has carried out a robust assessment of the emerging and
principal risks set out on pages 56 to 60;
ș the section of the annual report that describes the review of effectiveness of risk
management and internal control systems set out on pages 75 and 76; and
ș the section describing the work of the Audit Committee set out on pages 77 and 78.
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.
Independent Auditor’s Report
To the members of Foresight Enterprise VCT plc
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Year ended 31 December 2025 Year ended 31 December 2024
Notes
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Gains on investments 8 — 4,675 4,675 — 14,494 14,494
Income 2 3,237 — 3,237 3,249 — 3,249
Investment management fees 3 (799) (2,715) (3,514) (888) (4,629) (5,517)
Other expenses 4 (788) — (788) (817) — (817)
Return on ordinary activities before taxation 1,650 1,960 3,610 1,544 9,865 11,409
Taxation 5 (405) 405 — (345) 345 —
Return on ordinary activities after taxation 1,245 2,365 3,610 1,199 10,210 11,409
Return per share 7 0.4p 0.7p 1.1p 0.4p 3.8p 4.2p
The total columns of this statement are the profit and loss account of the Company and the revenue and capital columns represent supplementary information.
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 Statement of Comprehensive Income and Balance Sheet.
There are no potentially dilutive capital instruments in issue and, therefore, no diluted earnings per share figures are relevant. The basic and diluted earnings per share are, therefore, identical.
Statement of Comprehensive Income
For the year ended 31 December 2025
The notes on pages 97 to 115 form part of these financial statements.
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Reconciliation of Movements in Shareholders’ Funds
Year ended 31 December 2025 Notes
Called-up
share capital
£’000
Share premium
account
£’000
Capital
redemption
reserve
£’000
Distributable
reserve
1
£’000
Capital
reserve
1
£’000
Revaluation
reserve
£’000
Total
£’000
As at 1 January 2025 2,988 32,659 164 98,440 (6,831) 35,424 162,844
Share issues in the year
2
11 227 12,292 — — — — 12,519
Expenses in relation to share issues
3
— (404) — — — — (404)
Repurchase of shares 11 (91) — 91 (4,340) — — (4,340)
Realised gains on disposal of investments 8 — — — — 6,014 — 6,014
Investment holding losses 8 — — — — — (1,339) (1,339)
Dividends paid 6 — — — (18,615) — — (18,615)
Management fees charged to capital 3 — — — — (2,715) — (2,715)
Revenue return for the year before taxation — — — 1,650 — — 1,650
Taxation for the year 5 — — — (405) 405 — —
As at 31 December 2025 3,124 44,547 255 76,730 (3,127) 34,085 155,614
1. Distributable reserve accounts at 31 December 2025 total £73,603,000 (2024: £91,609,000). Share premium cancelled during the year included amounts arising on share allotments less than three years old, which comprise protected capital under VCT regulations.
Amountsavailable for distribution at 31 December 2025 are therefore £38,899,000 (2024: £41,673,000). The remaining cancelled share premium will become distributable on the third anniversary of the share allotment on which it arose.
2. Includes the dividend reinvestment scheme.
3. Expenses in relation to share issues includes trail commission for prior years’ fundraising.
The notes on pages 97 to 115 form part of these financial statements.
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Reconciliation of Movements in Shareholders’ Funds
Year ended 31 December 2024 Notes
Called‑up
share capital
£’000
Share premium
account
£’000
Capital
redemption
reserve
£’000
Distributable
reserve
1
£’000
Capital
reserve
1
£’000
Revaluation
reserve
£’000
Total
£’000
As at 1 January 2024 2,567 102,801 679 44,046 (31,047) 49,430 168,476
Share issues in the year
2
11 586 33,791 — — — — 34,377
Expenses in relation to share issues
3
— (1,132) — — — — (1,132)
Repurchase of shares 11 (165) — 165 (9,399) — — (9,399)
Realised gains on disposal of investments 8 — — — — 28,500 — 28,500
Investment holding losses 8 — — — — — (14,006) (14,006)
Dividends paid 6 — — — (40,887) — — (40,887)
Cancellation of share premium
1
— (102,801) (680) 103,481 — — —
Management fees charged to capital 3 — — — — (4,629) — (4,629)
Revenue return for the year before taxation — — — 1,544 — — 1,544
Taxation for the year 5 — — — (345) 345 — —
As at 31 December 2024 2,988 32,659 164 98,440 (6,831) 35,424 162,844
1. Distributable reserve accounts at 31 December 2024 total £91,609,000 (2023: £12,999,000). Share premium cancelled during the year included amounts arising on share allotments less than three years old, which comprise protected capital under VCT regulations.
Amountsavailable for distribution at 31 December 2024 are therefore £41,673,000 (2023: £12,999,000). The remaining cancelled share premium will become distributable on the third anniversary of the share allotment on which it arose.
2. Includes the dividend reinvestment scheme.
3. Expenses in relation to share issues includes trail commission for prior years’ fundraising.
The notes on pages 97 to 115 form part of these financial statements.
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Balance Sheet
As at 31 December 2025
Notes
As at
31 December
2025
£’000
As at
31 December
2024
£’000
Fixed assets
Investments held at fair value through
profitor loss 8 118,632 109,110
Current assets
Debtors 9 2,351 3,206
Cash and cash equivalents
1
34,806 50,859
37,157 54,065
Creditors
Amounts falling due within one year 10 (175) (331)
Net current assets 36,982 53,734
Total assets less current liabilities 155,614 162,844
Net assets 155,614 162,844
Notes
As at
31 December
2025
£’000
As at
31 December
2024
£’000
Capital and reserves
Called‑up share capital 11 3,124 2,988
Share premium account 44,547 32,659
Capital redemption reserve 255 164
Distributable reserve 76,730 98,440
Capital reserve (3,127) (6,831)
Revaluation reserve 34,085 35,424
Equity Shareholders’ funds 155,614 162,844
Net Asset Value per share 12 49.8p 54.5p
The financial statements were approved by the Board of Directors and authorised for issue
on21 April 2026 and were signed on its behalf by:
Michael Gray
Chair
Registered number: 03506579
The notes on pages 97 to 115 form part of these financial statements.
1. Cash and cash equivalents are composed of cash at bank and in hand of £3,745,000 (2024: £5,180,000), fixed-term funds totalling
£24,955,000 (2024: £36,873,000) and money market funds totalling £6,106,000 (2024: £8,806,000).
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Cash Flow Statement
For the year ended 31 December 2025
Notes
Year ended
31 December
2025
£’000
Year ended
31 December
2024
£’000
Cash flow from operating activities
Loan interest received from investments 1,322 932
Dividends received from investments 2 31 165
Deposit and similar interest received 2 1,894 2,174
Investment management fees paid 3 (3,514) (3,483)
Performance incentive fees paid 13 (318) (3,079)
Secretarial fees paid 4 (215) (207)
Other cash payments (628) (591)
Net cash outflow from operating activities (1,428) (4,089)
Cash flow from investing activities
Purchase of investments 8 (13,967) (14,444)
Proceeds on sale of investments 8 8,888 34,611
Proceeds on deferred consideration 8 1,366 4,257
Net cash (outflow)/inflow from investing activities (3,713) 24,424
Cash flow from financing activities
Proceeds of fundraising 9,811 28,787
Expenses of fundraising (296) (856)
Repurchase of own shares (4,338) (9,418)
Equity dividends paid 6 (16,089) (35,832)
Net cash outflow from financing activities (10,912) (17,319)
Net (decrease)/increase of cash for the year (16,053) 3,016
Reconciliation of net cash flow to movement in net funds
(Decrease)/increase in cash and cash equivalents for the year (16,053) 3,016
Net cash and cash equivalents at start of year 50,859 47,843
Net cash and cash equivalents at end of year 34,806 50,859
The notes on pages 97 to 115 form part of these financial statements.
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Notes to the Accounts
For the year ended 31 December 2025
Going concern
The Company’s business activities, together with the factors likely to affect its future
development, performance and position, are set out in the Strategic Report.
The financial position of the Company, its cash flows, liquidity position and borrowing facilities
are referred to in the Chair’s Statement, Strategic Report and Notes to the Accounts. In addition,
the Annual Report and Accounts include the Company’s objectives, policies and processes for
managing its capital; its financial risk management objectives; details of its financial instruments
and hedging activities; and its exposures to credit risk and liquidity risk.
The Company has sufficient financial resources, together with investments and income
generated therefrom, across a variety of industries and sectors.
Cash flow projections have been reviewed and show that the Company has sufficient funds to
meet both its contracted expenditure and its discretionary cash outflows in the form of share
buybacks and dividends. The Company has no external loan finance in place and therefore is
not exposed to any gearing covenants, although its underlying investments may have external
loan finance.
The Directors have considered the impact of the difficult economic outlook, US tariffs, energy
prices and global conflicts during their assessment of going concern and have reasonable
expectation that the Company has adequate resources to continue in operational existence for
the foreseeable future, being at least 12 months from the date of approval of these financial
statements. Thus, they continue to adopt the going concern basis of accounting in preparing the
annual financial statements.
b) Assets held at fair value through profit or loss – investments
All investments held by the Company are classified as “fair value through profit or loss”
andthe Company has adopted Sections 11 and 12 of FRS 102. The Board values investments
in accordance with the International Private Equity and Venture Capital (“IPEV”) Valuation
Guidelines, as updated in December 2022. 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 Enterprise 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 3 February 1998.
The Company’s principal activity is to provide private investors with regular dividends and
capital growth from a portfolio of investments in fast-growing unquoted companies in the UK.
A summary of the principal accounting policies, all of which have been applied consistently
throughout the year, is set out below:
a) Basis of accounting
The financial statements have been prepared under the Companies Act 2006 and in accordance
with United Kingdom Generally Accepted Accounting Practice (“UK GAAP”) including FRS
102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” and
the Statement of Recommended Practice (“SORP”): Financial Statements of Investment Trust
Companies and Venture Capital Trusts issued in November 2014 and updated in October 2019
and July 2022.
The financial statements have been prepared under the historical cost convention as modified
by the revaluation of investments.
The Company presents its Statement of Comprehensive Income in a three‑column format to
give Shareholders additional detail of the performance of the Company split between items of
arevenue or capital nature.
As permitted by FRS 102, paragraph 14.4, investments are held as part of an investment
portfolio, and their value to the Company is through their marketable value as part of a
portfolio of investments, rather than as a medium through which the Company carries out its
business. Therefore, the investments are not considered to be associated undertakings.
Where the Company’s interest in an investment is greater than 50% of the investee company’s
total equity, specific clauses are included in the investee company’s Articles of Association to
prevent the Company from exercising control. Therefore, these investments are not considered
to be subsidiary undertakings. As all investee companies are held exclusively with a view to
subsequent resale, they are excluded from consolidation.
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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 Statement of Comprehensive Income, with the exception that
75% of the fees payable to the Manager for management fees are allocated against the capital
column of the Statement of Comprehensive Income. The basis of the allocation of management
fees is expected to reflect the revenue and capital split of long-term returns in the portfolio.
e) Share-based payments
The Manager is entitled to a performance incentive fee equal to 15% of dividends paid to
Shareholders, subject to the total return (Net Asset Value plus cumulative dividends paid
per share) exceeding a High Watermark, both immediately before and after the performance
incentive fee is paid.
The performance incentive fee may be satisfied by either a cash payment or the issue of shares
(or by a combination of both) ultimately at the Board’s discretion and therefore falls within the
definition of a share-based payment under FRS 102.26. However, the Board considers that
the incentive fee arrangement should be accounted for as a cash-settled transaction; with the
option of settling in shares in the event of any cash flow restrictions.
Notes to the Accounts
For the year ended 31 December 2025
1 Accounting policies
b) Assets held at fair value through profit or loss – investments
Unquoted investments are stated at fair value by the Board in accordance with the following
rules, which are consistent with the IPEV Valuation Guidelines. When valuing an unquoted
investment at fair value, the following factors will be considered:
i. Where a value is indicated by a recent material arm’s-length transaction by an independent
third party in the shares of a company, this value will be used
ii. In the absence of (i), and depending upon both the subsequent trading performance and
investment structure of an investee company, the valuation basis will usually move to either:
a) An earnings multiple basis. The shares may be valued by applying a suitable
price‑earnings ratio to that company’s historic, current or forecast earnings before
interest, taxes, depreciation and amortisation (“EBITDA”) (the ratio used being based on
a comparable sector but the resulting value being adjusted to reflect points of difference
identified by the Manager compared to the sector including, inter alia, illiquidity)
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
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Notes to the Accounts
For the year ended 31 December 2025
1 Accounting policies
e) Share-based payments
The fair value of the amount payable to the Manager is recognised as an expense, with a
corresponding increase in liabilities (or equity if the share‑based payment is settled by the issue
of shares) over the year in which the Manager becomes unconditionally entitled to payment or
when the Board considers it likely such payment will become due over the medium term.
The liability (or equity) is remeasured at each balance sheet date and at settlement date.
Anychanges in the fair value of the liability (or equity) are recognised as a performance
incentive fee in the Statement of Comprehensive Income.
f) Basic financial instruments
Trade and other debtors
Trade and other debtors are recognised initially at transaction price less attributable
transaction costs. Subsequent to initial recognition, they are measured at amortised cost less
any impairment losses. If the arrangement constitutes a financing transaction, for example if
payment is deferred beyond normal business terms, then it is measured at the present value of
future payments discounted at a market rate of interest for a similar debt instrument.
Trade and other creditors
Trade and other creditors are recognised initially at transaction price plus attributable
transaction costs. Subsequent to initial recognition, they are measured at amortised cost. If the
arrangement constitutes a financing transaction, for example if payment is deferred beyond
normal business terms, then it is measured at the present value of future payments discounted
at a market rate of interest for a similar debt instrument.
Investments in preference and ordinary shares
Investments in preference and ordinary shares are measured initially at transaction price
less attributable transaction costs. Subsequent to initial recognition, investments that can be
measured reliably are measured at fair value with changes recognised in profit or loss. Other
investments are measured at cost less impairment through profit or loss.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances, call deposits, money market funds and
fixed-term funds.
g) Other financial instruments
Other financial instruments not meeting the definition of basic financial instruments include
non-current investments and are recognised initially at fair value. Subsequent to initial
recognition, other financial instruments are measured at fair value with changes recognised
through profit or loss except investments in equity instruments that are not publicly traded
and whose fair value cannot otherwise be measured reliably shall be measured at cost less
impairment.
h) Taxation
Any tax relief obtained in respect of management fees allocated to capital is reflected in the
capital column of the Statement of Comprehensive Income and a corresponding amount is
charged against the revenue column. The tax relief is the amount by which corporation tax
payable is reduced as a result of these capital expenses.
i) Deferred taxation
Provision is made for corporation tax at the current rates on the excess of taxable income
overallowable expenses. A provision is made on all material timing differences arising from the
different treatment of items for accounting and tax purposes. A deferred tax asset is recognised
only to the extent that there will be taxable profits in the future against which the asset can be
offset. It is considered too uncertain that this will occur and, therefore, no deferred tax asset
has been recognised.
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Notes to the Accounts
For the year ended 31 December 2025
iii. Distributable reserve
The following are accounted for in this reserve:
ș Repurchase of shares
ș Cancellation of share premium and capital redemption reserve
ș Dividends paid
ș Income and costs for the year (revenue items)
iv. Capital redemption reserve
This reserve accounts for the nominal value of shares repurchased and cancelled by the
Company, less any amounts transferred to the distributable reserve.
v. Share premium account
The share premium account represents the amount received by the Company for shares
issuedabove their nominal value, less issue costs and amounts transferred to the
distributablereserve.
vi. Called‑up share capital
This accounts for the nominal value of the Company’s shares.
k) Investment recognition and derecognition
Investments are recognised at the trade date, being the date that the risks and rewards of
ownership are transferred to the Company. Upon initial recognition, investments are held at the
fair value of the consideration payable. Transaction costs in respect of acquisitions made are
recognised directly in the Statement of Comprehensive Income. Investments are derecognised
when the risks and rewards of ownership are deemed to have transferred to a third party.
Upon realisation, the gain or loss on disposal is recognised in the Statement of
ComprehensiveIncome.
1 Accounting policies
j) Reserves
Reserves are comprised of the following elements:
i. Capital reserve
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 year (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 and loss, all such
movements through both the revaluation and capital reserves are shown within the Statement
of Comprehensive Income for the year.
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Notes to the Accounts
For the year ended 31 December 2025
2 Income
Year ended
31 December
2025
£’000
Year ended
31 December
2024
£’000
Deposit and similar interest received 1,894 2,174
Loan stock interest 1,312 910
Dividends receivable 31 165
3,237 3,249
3 Investment management fees
Year ended
31 December
2025
£’000
Year ended
31 December
2024
£’000
Investment management fees charged to the revenue account 799 888
Investment management fees charged to the capital account
1
2,715 4,629
3,514 5,517
1. Included within investment management fees is an amount of £318,000 (2024: £1,964,000) relating to performance incentive fees
charged to the capital account.
The Manager advises the Company on investments under an agreement dated 30 July 2004.
The Manager receives an annual investment management fee, paid quarterly in advance,
of an amount equal to 2% of net assets of the Company. If the normal ongoing expenses of
the Company exceed 2.35% of the Company’s annual net assets, the excess is borne by the
Manager through a reduction in its fees. The excess at 31 December 2025 was £284,000
(2024:£nil).
This agreement may be terminated by either party giving to the other not less than
12months’notice.
Details of the performance incentive fees are given in note 13.
1 Accounting policies
l) Critical accounting judgements and key sources of estimation uncertainty
The preparation of the financial statements requires the Board to make judgements and
estimates that affect the application of policies and reported amounts of assets, liabilities,
income and expenses. In the Board’s opinion, there was no critical accounting judgement
applied. The Board considers that the only area where the Board and the Manager make critical
estimates and assumptions that may have a significant effect on the financial statements relates
to the fair valuation of unquoted investments. Trading results of investee companies may differ
from the estimates made. The underlying assumptions are reviewed and approved on each
valuation date.
The Board considers that the fair value of investments not quoted in an active market involves
critical estimates and assumptions because they are determined by the Manager, using
valuation methods and techniques generally recognised as standard within the industry.
Valuations use observable data to the extent practicable. However, they also rely on significant
unobservable inputs about the maintainable earnings, comparable multiples and discounts.
Furthermore, changes in these inputs and assumptions could affect the reported fair value of
unquoted investments. The determination of what constitutes “observable” requires significant
judgement by the Manager. The Manager considers observable data to be market data that is
readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and
provided by independent sources that are actively involved in the relevant market. Both the
Audit Committee and the auditor review the Manager’s valuations in detail. Sensitivity analysis
is performed on the portfolio and for more detail on this, please refer to note 15.
The Board notes that the Manager also makes estimates relating to the share‑based
paymentexpense and liability but does not consider this to have a significant effect on the
financial statements.
The Board and the Manager have assessed the impact of climate-related risks on the financial
statements and do not consider there to be a material impact on the judgements and estimates
from the physical and transition climate-related risks.
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Notes to the Accounts
For the year ended 31 December 2025
4 Other expenses
Year ended
31 December
2025
£’000
Year ended
31 December
2024
£’000
Accounting and secretarial services (excluding VAT) 215 207
Directors’ remuneration including employer’s National Insurance contributions 131 141
Auditor’s remuneration (excluding VAT)
1
69 62
Other 373 407
788 817
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 (2024: £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 advance, for administration services provided of £215,000 (2024: £207,000). The annual administration fee is
adjusted annually in line with the UK Retail Price Index.
The normal annual running costs of the Company are capped at an amount equal to 2.35% of the net assets of the Company as at the end of each financial year, with any excess being borne by
theManager. The excess for the year ended 31 December 2025 was £284,000 (excess for the year ended 31 December 2024: £nil).
The Company did not have employees in the current or prior year.
5 Tax
Year ended 31 December 2025 Year ended 31 December 2024
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Current tax
Corporation tax (405) 405 — (345) 345 —
Total current tax (405) 405 — (345) 345 —
Deferred tax — — — — — —
Total tax (405) 405 — (345) 345 —
102
Foresight Enterprise VCT plc
Annual Report and Accounts 31 December 2025
Strategic ReportIntroduction Governance Financial Statements

Notes to the Accounts
For the year ended 31 December 2025
A deferred tax asset is recognised only to the extent that there will be taxable profits in the
future against which the asset can be offset. It is considered too uncertain that this will occur
and, therefore, no deferred tax asset has been recognised for surplus management expenses.
At year end, there is an unrecognised deferred tax asset of approximately £7,417,000
(2024:£7,157,000).
6 Dividends
Year ended
31 December
2025
£’000
Year ended
31 December
2024
£’000
Dividends – paid in the year 18,615 40,887
Of the total dividends paid in the year, £2,526,000 (2024: £5,055,000) was reinvested under the
Company’s dividend reinvestment scheme.
As at 31 December 2025, reserves available for dividend distribution totalled £38,899,000
(2024: £41,673,000).
In accordance with Section 259 of the Income Tax Act 2007, a VCT may not retain more than
15% of its qualifying income in any one accounting year. The payment of the dividends noted
above satisfies this requirement.
5 Tax
Factors affecting the total tax charge for the year:
The tax assessed for the year is the standard rate of corporation tax in the UK of 25.0% (2024:
25.0%).
The differences are explained below:
Year ended
31 December
2025
£’000
Year ended
31 December
2024
£’000
Return before taxation 3,610 11,409
Corporation tax at 25.0% (2024: 25.0%) 903 2,853
Effect of:
Realised capital gains not taxable (1,503) (7,125)
Unrealised capital losses not taxable 335 3,502
Unutilised management expenses 272 811
Dividend income not taxable (7) (41)
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.
103
Foresight Enterprise VCT plc
Annual Report and Accounts 31 December 2025
Strategic ReportIntroduction Governance Financial Statements

Notes to the Accounts
For the year ended 31 December 2025
8 Investments held at fair value through profit or loss
31 December
2025
£’000
31 December
2024
£’000
Unquoted investments 118,632 109,110
£’000
Book cost at 1 January 2025 76,774
Investment holding gains 32,336
Valuation at 1 January 2025 109,110
Movements in the year:
Purchases at cost 13,967
Disposal proceeds
1
(8,888)
Realised gains 4,648
Investment holding losses (205)
Valuation at 31 December 2025 118,632
Book cost at 31 December 2025 86,501
Investment holding gains 32,131
Valuation at 31 December 2025 118,632
1. The Company received £8,888,000 from the disposal of investments and a loan repayment during the year. The book cost of these
investments when they were purchased was £4,240,000. 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.
7 Return per share
Year ended
31 December
2025
£’000
Year ended
31 December
2024
£’000
Total return after taxation 3,610 11,409
Total return per share (note a) 1.1p 4.2p
Revenue return after taxation 1,245 1,199
Revenue return per share (note b) 0.4p 0.4p
Capital return after taxation 2,365 10,210
Capital return per share (note c) 0.7p 3.8p
Weighted average number of shares in issue
in the year (note d) 315,236,047 271,803,550
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 per share is revenue return after taxation divided by the weighted average number of shares in issue during the
ye a r.
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.
104
Foresight Enterprise VCT plc
Annual Report and Accounts 31 December 2025
Strategic ReportIntroduction Governance Financial Statements

Notes to the Accounts
For the year ended 31 December 2025
8 Investments held at fair value through profit or loss
Reconciliation of realised gains and investment holding losses to the Statement
ofComprehensive Income:
Year ended
31 December
2025
£’000
Year ended
31 December
2024
£’000
Realised gains 4,648 24,243
Investment holding losses (205) (14,553)
Deferred consideration receipts 1,366 4,257
Deferred consideration debtor movement (1,134) 547
Gains on investments per the Statement
ofComprehensiveIncome 4,675 14,494
Breakdown of deferred consideration movements in the year ended
31December2025:
Deferred
consideration
receipts
£’000
Deferred
consideration
debtor
movements
£’000
Datapath Group Holdings Limited 583 (583)
Specac International Limited 476 (276)
Callen-Lenz Associates Limited 300 (272)
Codeplay Software Limited 4 —
Mologic Ltd 3 (3)
Total 1,366 (1,134)
9 Debtors
31 December
2025
£’000
31 December
2024
£’000
Deferred consideration 1,954 3,088
Prepayments 26 20
Accrued interest 1 11
Other debtors 370 87
2,351 3,206
10 Creditors: amounts falling due within one year
31 December
2025
£’000
31 December
2024
£’000
Accruals 175 331
175 331
11 Called-up share capital
31 December
2025
£’000
31 December
2024
£’000
Allotted, called‑up and fully paid:
312,434,761 shares of 1p each (2024: 298,828,254) 3,124 2,988
105
Foresight Enterprise VCT plc
Annual Report and Accounts 31 December 2025
Strategic ReportIntroduction Governance Financial Statements

Notes to the Accounts
For the year ended 31 December 2025
11 Called-up share capital
Share issues and share buybacks
During the year, 17,703,296 shares and 4,946,026 shares were issued pursuant to an offer for
subscription and the dividend reinvestment scheme respectively. Shares were issued at issue
prices ranging from 50.7p to 54.5p per share.
This share issue was under the VCT provisions that commenced on 6 April 2006, namely: 30%
upfront income tax relief which can be retained by qualifying investors if the shares are held for
the minimum five-year holding period.
As part of the Company’s buyback programme, during the year, 9,042,815 shares were
purchased for cancellation at a cost of £4,340,000.
Shares No.
Share capital at 1 January 2025 298,828,254
Shares allotted 17,703,296
Dividend reinvestment 4,946,026
Share buybacks (9,042,815)
Share capital at 31 December 2025 312,434,761
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
2025
31 December
2024
Net assets £155,614,000 £162,844,000
No. of shares at year end 312,434,761 298,828,254
Net Asset Value per share 49.8p 54.5p
13 Share-based payments
The Manager is entitled to a performance incentive fee, designated a share‑based payment
dueto its nature, equal to 15% of dividends paid to Shareholders, subject to the total return
(Net Asset Value plus cumulative dividends paid per share on or after 11 January 2011)
exceeding 100p (“High Watermark”), both immediately before and after the performance
incentive fee is paid.
After each distribution is made to Shareholders where a performance incentive is paid, the High
Watermark required to be achieved by the Company to trigger a further performance incentive
fee will be amended to take account of the dividend paid.
A £318,000 performance incentive fee was paid during the year (2024: £3,079,000) following
the 16 May 2025 dividend.
As a result of performance incentive fee payments made in the current and previous years,
theHigh Watermark as at 31 December 2025 was 117.4p (2024: 116.8p). The total return as
at31 December 2025 was 118.7p (2024: 117.5p).
At 31 December 2025, the Company has accrued an amount of £nil in relation to future
performance incentive fees (2024: £nil).
The terms and conditions of the grant are as follows:
Grant date: Date that the total return is greater than the High Watermark
Vesting conditions: Expected total return is greater than the High Watermark both before and
after the performance incentive fee. Vesting period: 24 February 2012–31 December 2028
Method of settlement accounting: Cash (with the option of settling in shares at the sole
discretion of the Board)
The expected volatility is based on the historical performance and dividends of the Company,
adjusted for any expected changes to future performance and dividends of the Company.
The vesting period applied is three years from the balance sheet date as the Directors do not
consider that the future performance of the Company and the future dividends to be paid by
the Company can be accurately estimated beyond that date.
The Directors have prepared a calculation incorporating estimated future dividends over the
vesting period and, as at 31 December 2025, did not expect a performance incentive fee
to become payable during the vesting period. Therefore, no expense or liability has been
recognised as at 31 December 2025 (2024: £nil).
106
Foresight Enterprise VCT plc
Annual Report and Accounts 31 December 2025
Strategic ReportIntroduction Governance Financial Statements

Notes to the Accounts
For the year ended 31 December 2025
14 Contingent assets and liabilities
The Company had no contingent assets or contingent liabilities at 31 December 2025
(2024:£nil).
15 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 2025:
31 December
2025
£’000
31 December
2024
£’000
Investment portfolio 118,632 109,110
Cash and cash equivalents 34,806 50,859
Total 153,438 159,969
The investment portfolio consists of unquoted investments. Unquoted investments consist of
equity in and loans to investee companies and are valued at fair value through profit or loss.
The main financial risks arising from the Company’s financial instruments are market price risk,
interest rate risk, credit risk and liquidity risk. The Board regularly reviews and agrees policies
for managing each of these risks, which are summarised below.
Market price risk
Market price risk arises from uncertainty about the future prices of financial instruments held in
accordance with the Company’s investment objectives. It represents the potential loss that the
Company might suffer through holding investments in the face of adverse market movements.
The Board manages market price risk through the application of venture capital disciplines and
investment structuring delegated to the Manager.
The investments in equity and loan stocks of unquoted companies are rarely traded, and as
such, the prices are more difficult to determine than 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 2025, was £118,632,000 (2024: £109,110,000). Market price risk sensitivity
analysis can be found on pages 109 to 110.
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
£49,298,000 being the total value of the loan stock investments and cash as at 31 December
2025 (2024: £64,836,000). 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 2025, if the interest rate increased or decreased by ten basis
points, the interest earned would increase or decrease by £34,806.
107
Foresight Enterprise VCT plc
Annual Report and Accounts 31 December 2025
Strategic ReportIntroduction Governance Financial Statements

Notes to the Accounts
For the year ended 31 December 2025
15 Financial instrument risk management
Interest rate risk
Total portfolio Weighted average interest rate
Weighted average time
for which rate is fixed
31 December
2025
£’000
31 December
2024
£’000
31 December
2025
%
31 December
2024
%
31 December
2025
Days
31 December
2024
Days
Loan stock – exposed to fixed interest rate risk 14,212 13,697 8.9 8.9 566 602
Loan stock – exposed to variable interest rate risk 280 280 10.8 12.0 — —
Cash 34,806 50,859 3.4 4.3 — —
Total exposed to interest rate risk 49,298 64,836
Credit risk
Credit risk is the risk of failure by counterparties to deliver securities or cash to which the Company is entitled. The Company has exposure to credit risk in respect of the loan stock investments it
has made in investee companies, most of which have no security attached to them, and where they do, such security ranks beneath any bank debt that an investee company may owe. The Board
manages credit risk in respect of cash and cash equivalents by ensuring there is a spread of cash balances, such that none exceed 15% of the Company’s total investment assets by VCT value.
Thesecash and cash equivalents are in investment grade funds, and so credit risk is considered to be low. The Manager receives management accounts from portfolio companies, and members of
the Manager’s investment management team often sit on the boards of unquoted portfolio companies; this enables the close identification, monitoring and management of investment-specific credit
risk. The maximum exposure to credit risk at 31 December 2025 was £51,623,000 (2024: £68,022,000) based on cash and cash equivalents and other receivables (amounts due on investments,
dividends and interest). As at 31 December 2025, 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 asset exposed to credit risk is provided in the table below:
31 December
2025
£’000
31 December
2024
£’000
Loan stock investments 14,492 13,977
Deferred consideration 1,954 3,088
Other debtors 371 98
Cash and cash equivalents 34,806 50,859
Total 51,623 68,022
108
Foresight Enterprise VCT plc
Annual Report and Accounts 31 December 2025
Strategic ReportIntroduction Governance Financial Statements

Notes to the Accounts
For the year ended 31 December 2025
15 Financial instrument risk management
Liquidity risk
The investments in equity and fixed-interest stocks of unquoted companies that the Company
holds are not traded and they are not readily realisable. The Company may not be able to
realise the investments at their carrying value if there are no willing purchasers. The Company’s
ability to sell investments may also be constrained by the qualification requirements set down
for VCTs. The maturity profile of the Company’s loan stock investments disclosed below
indicates the time frame in which they become realisable.
To counter these risks to the Company’s liquidity, the Manager maintains sufficient cash and
money market funds to meet running costs and other commitments. The Company typically
deposits its surplus funds in high-quality money market and fixed-term funds which are all
accessible within seven days, in line with VCT rules.
Maturity analysis:
31 December
2025
£’000
31 December
2024
£’000
– in one year or less 42,414 59,257
– in more than one year but no more than two years — 100
– in more than two years but no more than three years 2,750 —
– in more than three years but no more than four years 2,729 2,750
– in more than four years but no more than five years 1,405 2,729
Total 49,298 64,836
Sensitivity analysis
Equity price sensitivity
The Board believes the Company’s investments are mainly exposed to equity price risk, as the
Company holds all but one of its investments in the form of sterling‑denominated investments in
small companies.
All of the investments made in unquoted companies, irrespective of the instruments the
Company holds (whether shares or loan stock), carry a full equity risk, even though some of
the loan stocks may be secured on assets (as they will be behind any prior ranking bank debt
in the investee company). The Board considers that even the loan stocks are “quasi-equity” in
nature, as the value of the loan stocks is determined by reference to the enterprise value of the
investee company. Such value is considered to be sensitive to changes in quoted share prices,
in so far as such changes eventually 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% (2024: 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 Board is required to consider the impact of a change in one or more of the inputs used in
the fair value measurement of investments in unquoted companies to a reasonable possible
alternative assumption. 20.8% by value of the assets in the investment portfolio have been
valued based at cost, net assets or the price of the last funding round, and hence would not be
sensitive to such a change. The table below shows the impact on valuations and the net assets
per share if there were to be a 15% movement in the valuation multiples used in calculating the
value of the remaining investments in the portfolio, which are valued on an earnings multiple
basis, revenue multiple basis, assets under management (“AUM”) multiple basis, or using the
VC method. The impact of a change of 15% has been selected as this is considered reasonable
given the current level of volatility observed both on a historical basis and market expectations
for future movement.
109
Foresight Enterprise VCT plc
Annual Report and Accounts 31 December 2025
Strategic ReportIntroduction Governance Financial Statements

Notes to the Accounts
For the year ended 31 December 2025
15 Financial instrument risk management
Sensitivity analysis
Equity price sensitivity
Valuation methodology
1
Number of
companies
Weighted
average
multiple
including
discount factor
2
Valuation
£’000
Change in
valuation if
multiple
increased 15%
£’000
Change in
valuation if
multiple
decreased 15%
£’000
Change in NAV
per share if
multiple
increased 15%
(Pence)
Change in NAV
per share if
multiple
decreased 15%
(Pence)
Discounted revenue multiple 21 2.53 65,366 8,595 (8,378) 2.8 (2.7)
Discounted earnings multiple 11 8.34 26,124 3,481 (3,223) 1.1 (1.0)
% of AUM 1 0.02 1,824 214 (214) 0.1 (0.1)
VC method 1 1.17 683 78 (78) — —
Cost/price of last funding round/net assets 15 N/A 24,635 — — — —
Total 49 118,632 12,368 (11,893) 4.0 (3.8)
1. For the purposes of this analysis where the underlying asset is held through a holding company, the valuation methodology of the underlying asset has been used.
2. Weighted average of the valuation multiple used, discounted as appropriate for lack of marketability.
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 (2024: no interest rate risk).
110
Foresight Enterprise VCT plc
Annual Report and Accounts 31 December 2025
Strategic ReportIntroduction Governance Financial Statements

Notes to the Accounts
For the year ended 31 December 2025
15 Financial instrument risk management
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 2025
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Unquoted investments — — 118,632 118,632
Financial assets — — 118,632 118,632
As at 31 December 2024
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Unquoted investments — — 109,110 109,110
Financial assets — — 109,110 109,110
Transfers
During the year, there were no transfers between Levels 1, 2 or 3.
16 Management of capital
The Company’s objectives when managing capital are to safeguard the Company’s ability to
continue as a going concern, so that it can provide an adequate return to Shareholders.
In accordance with VCT requirements, the Company must have at least 80% of its total assets
(as measured under VCT rules) in qualifying holdings (these being investments in a relatively
high-risk asset class of small UK companies meeting VCT requirements). Effective 6 April
2018, where new funds are raised, the Company must invest 30% of such funds in qualifying
holdings within 12 months following the end of the accounting year in which that capital was
subscribed, with the balance being invested within approximately three years of that capital
being subscribed. The Company accordingly has limited scope to manage its capital structure
in light of changes in economic conditions and the risk characteristics of the underlying assets.
Subject to this overall constraint upon changing the capital structure, the Company may adjust
the amount of dividends paid to Shareholders, issue new shares, or sell assets if so required to
maintain a level of liquidity to remain a going concern.
Although, as the investment policy implies, the Board may consider borrowing, there are no
current plans to do so. It regards the net assets of the Company as the Company’s capital, as
the level of liabilities is small and the management of them is not directly related to managing
the return to Shareholders. There has been no change in this approach from the previous year.
17 Related party transactions
No Director has an interest in any material contract to which the Company is a party other than
their appointment and remuneration as Directors. Please refer to page 81 for the Directors’
remuneration tables.
18 Transactions with the Manager
Foresight Group LLP earned fees of £3,196,000 in the year ended 31 December 2025
(2024: £3,553,000). Additionally, a performance fee of £318,000 was paid in the year (2024:
£3,079,000) and a liability of £nil has been recognised as at 31 December 2025 (2024: £nil).
Foresight Group LLP is the Company Secretary and received accounting and company
secretarial services fees of £215,000 during the year (2024: £207,000). Foresight Promoter LLP,
a related party to the Manager, earned fees of £197,000 (2024: £554,000) in respect of costs
incurred related to share allotments in the year.
As at 31 December 2025, the amount due from Foresight Group LLP was £284,000
(2024:£34,000 due to Foresight Group LLP).
No amounts have been written off in the year in respect of debts due to or from the Manager.
111
Foresight Enterprise VCT plc
Annual Report and Accounts 31 December 2025
Strategic ReportIntroduction Governance Financial Statements

Notes to the Accounts
For the year ended 31 December 2025
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 2025. These are listed on the following pages. 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
ABL Investments Limited 31/12/2024 (270) (2,129) A Ordinary 34.9%
Ad Signal Limited 31/12/2024 N/A
1
97 A Ordinary 50.0%
Aerospace Tooling Corporation Limited 30/06/2025 (1,390) 1,040 A Ordinary 57.1%
Aircards Ltd 31/12/2024 N/A
1
301 A Ordinary 50.0%
Bloemteknik Limited 31/03/2025 N/A
1
668 A Ordinary 40.0%
Clubspark Group Ltd 31/03/2025 N/A
1
1,428 A1 Ordinary 40.0%
A2 Ordinary 40.0%
AA Ordinary 40.0%
Cole Henry PE 2 Limited 31/03/2025 (1) 459 Ordinary 50.0%
Copptech UK Limited 31/12/2024 (497) 17,161 B Ordinary 29.8%
EnterpriseJungle, Inc N/A
2
N/A
2
N/A
2
B1 Ordinary 34.8%
B2 Ordinary 34.8%
Evolve Dynamics Limited 31/12/2024 N/A
1
4,845 B Ordinary 24.5%
Family Adventures Group Ltd 31/12/2024 N/A
1
2,051 PP Ordinary 50.0%
A Ordinary 16.1%
Firefish Software Ltd. 31/12/2024 N/A
1
1,964 A Ordinary 37.5%
Fourth Wall Creative Limited 30/09/2024 N/A
1
4,193 A Ordinary 40.0%
Hexarad Group Limited 30/06/2024 N/A
1
9,720 AD Ordinary 44.9%
112
Foresight Enterprise VCT plc
Annual Report and Accounts 31 December 2025
Strategic ReportIntroduction Governance Financial Statements

Notes to the Accounts
For the year ended 31 December 2025
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 31/12/2024 N/A
1
824 A Ordinary 42.3%
A2 Ordinary 35.3%
I‑Mist Group Limited 31/12/2024 557 4,210 A Ordinary 35.8%
Itad (2015) Limited 31/01/2025 507 (401) A Ordinary 31.2%
Kingsclere PE 3 Limited 31/03/2025 (1) 369 Ordinary 50.0%
Lepide Group Holding Company Ltd 31/10/2024 N/A
1
4,546 A Ordinary 50.0%
Live Group Holdings Ltd 31/03/2025 N/A
1
2,757 A Ordinary 49.8%
Loopr Ltd 31/12/2024 N/A
1
3,171 D Ordinary 38.9%
P Ordinary 38.8%
PPF Ordinary 50.0%
Mizaic Ltd 31/03/2025 N/A
1
(6,490) A Ordinary 50.0%
A2 Ordinary 36.5%
MyWay Digital Health Ltd 31/01/2025 N/A
1
42 A Ordinary 50.0%
Navitas Group Limited 30/04/2025 N/A
1
3,258 AA3 Ordinary 50.0%
Newsflare Limited 31/07/2024 N/A
1
(116) B Ordinary 38.2%
NorthWest EHealth Limited 31/12/2024 (4,644) (3,040) AB Ordinary 50.0%
PH Realisations 2020 Limited (in administration) 31/12/2018 (1,522) (3,361) A Ordinary 50.0%
Positive Response Corporation Ltd 31/03/2025 N/A
1
298 A Ordinary 50.0%
Professionals At Play Ltd 29/12/2024 907 4,877 A Ordinary 20.0%
Red Flag Alert Technology Group Limited 31/03/2025 N/A
1
(2,707) A Ordinary 37.6%
Resi Design Limited 31/12/2024 N/A
1
2,318 A Ordinary 50.0%
19 Related undertakings
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Notes to the Accounts
For the year ended 31 December 2025
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
Rovco Limited (in administration) 31/12/2023 N/A
1
(8,131) A Ordinary 24.3%
Sprintroom Limited 31/10/2024 N/A
1
(1,624) A Ordinary 40.0%
Spektrix Limited 31/12/2024 (3,834) 8,692 B Ordinary 30.0%
Steamforged Holdings Limited 31/03/2024 N/A
1
(4,312) A Ordinary 32.0%
Strategic Software Applications Ltd 31/03/2025 N/A
1
1,195 A Ordinary 50.0%
Ten Health Holdings Limited 31/12/2024 N/A
1
(4,653) A Ordinary 40.0%
AA Ordinary 40.0%
AAA Ordinary 40.0%
AAAA Ordinary 40.0%
Titania Group Limited 30/04/2025 N/A
1
2,552 A Ordinary 50.0%
TLS Holdco Limited 31/12/2024 2,353 7,014 A Ordinary 100.0%
Weduc Holdings Limited 31/03/2025 N/A
1
1,096 A Ordinary 30.0%
AA Ordinary 24.1%
AB Ordinary 30.0%
AAA Ordinary 24.8%
Whitchurch PE 1 Limited 31/03/2025 (1) 623 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.
2. The company is yet to deliver financial statements to Companies House.
19 Related undertakings
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Notes to the Accounts
For the year ended 31 December 2025
20 Post-balance sheet events
The Company announced a £40 million Prospectus offer on 6 January 2026 and made the following issues of Ordinary Shares post year-end:
Date
Ordinary
Shares
NAV to
calculate issue
price
3 February 2026 60,971,323 49.6p
13 February 2026 12,722,832 49.6p
26 February 2026 2,251,336 49.6p
27 March 2026 1,788,079 49.6p
77,733,570
The offer was closed to new applications on 29 January 2026 and the final allotment was made on 27 March 2026, having raised gross proceeds of £40.0 million, £38.6 million after expenses.
Post year-end, the Company completed investments into Resi Design Limited (£0.7 million), SAMP Technology Holdings Limited (£2.0 million), Fourth Wall Creative Limited (£1.1 million), Evolve
Dynamics Limited (£0.3 million) and Sprintroom Limited (£0.4 million).
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Notice of Annual General Meeting
11 June 2026
Order of events
1:30pm 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 Enterprise VCT plc (the
“Company”) will be held on 11 June 2026 at 1:30pm 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 8 will be proposed as
ordinary resolutions and Resolutions 9 and 10 will be proposed as special resolutions.
Resolution 1
To receive the Report and Accounts for the year ended 31 December 2025.
Resolution 2
To approve the Directors’ Remuneration Report.
Resolution 3
To approve the Directors’ remuneration policy.
Resolution 4
To re-elect Gaynor Coley as a Director.
Resolution 5
To re-elect Ian Harris as a Director.
Resolution 6
To re-elect Kavita Patel as a Director.
Resolution 7
To reappoint Deloitte LLP as auditor and to authorise the Directors to fix the auditor’s
remuneration.
Resolution 8
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 £1,900,000, 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 2027, or, if
earlier, on the date falling 15 months after the date of 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.
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Notice of Annual General Meeting
11 June 2026
Resolution 9
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 8 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, £1,000,000 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
c) The allotment of equity securities with an aggregate nominal amount of up to, but not
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
investment team
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 2027, 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 10
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 £58,486,232 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 the passing of this resolution
b) The minimum price which may be paid for a share is 1p (the nominal value thereof)
c) The maximum price which may be paid for a share is the higher of: (1) an amount equal
to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 2027 or, if earlier, on the date falling 15 months after the
passing of this resolution
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
By order of the Board
Foresight Group LLP
Company Secretary
21 April 2026
The Shard
32 London Bridge Street
London
SE1 9SG
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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 6385.
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 21 April 2026 (being the last business day prior to the publication of this notice), the
Company’s issued share capital was 390,168,331 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 21April 2026 was 390,168,331.
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.foresightenterprisevct.com.
10. Information regarding the meeting, including the information required by Section 311A of
the Companies Act 2006, is available from www.foresightenterprisevct.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.
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Notes
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 6ZY 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. 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.
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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
theshare consolidation
The NAV per share at the end of the year of 49.8p (2024: 54.5p) plus all
dividends paid per share since the share consolidation in 2005 being
91.4p (2024: 85.5p). This gives a NAV Total Return of 141.2p (2024: 140.0p).
NAV Total Return per share The percentage change from the NAV per share at the start of the year
being 54.5p (2024: 65.6p) to the NAV per share at the end of the year
plus all dividends paid per share in the year being 55.7p (2024: 69.9p).
Therefore, the Net Asset Value Total Return in the year is 2.2% (2024:
6.6%).
Share Price Total Return The sum of the current share price of 46.8p (2024: 50.5p) plus all
dividends paid per share since the share consolidation in 2005 being
91.4p (2024: 85.5p). This gives a Share Price Total Return of 138.2p (2024:
136.0p).
Discount to NAV A discount to NAV is the percentage by which the mid‑market share price
of the Company of 46.8p (2024: 50.5p) is lower than the Net Asset Value
per share of 49.8p (2024: 54.5p). This gives a discount to NAV of 6.0%
(2024: 7.3%).
Dividends paid in the year The total dividends paid in the year per share of 5.9p (2024: 15.4p).
Dividend yield The sum of dividends paid during the year of 5.9p (2024: 15.4p) expressed
as a percentage of the mid‑market share price at the year‑end date of
46.8p (2024: 50.5p). This gives a dividend yield of 12.6% (2024: 30.5%).
Shares bought back
intheyear
The total number of shares which were bought back in the year, being
9,042,815 (2024: 16,473,505).
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 after
adding back the performance incentive provision to total expenses in the
year being £4.1 million (2024: £4.3 million), expressed as a percentage
of the Net Asset Value at the end of the year after adding back special
dividends paid during the year to the year-end net assets being £163.8
million (2024: £191.0 million), capped at 2.35%.
IRR The internal rate of return on an investment, calculated as the discount
rate that makes the net present value of all cash flows equal to zero for a
specific 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 of a qualifying trade within a certain time
period and not be controlled by another company. There are additional
restrictions relating to the size and stage of the company to focus
investment into earlier‑stage businesses, as well as maximum investment
limits (certain of such restrictions and limits being more flexible for
“knowledge intensive” companies). VCT funds cannot be used by a
Qualifying Company to acquire shares in another company or a trade.
Qualifying investment An investment which consists of shares or securities first issued to the VCT
(and held by it ever since) by a Qualifying Company and satisfying certain
conditions under the VCT legislation.
Manager Foresight Group LLP.
Foresight Group Foresight Group Holdings Limited and its subsidiary companies and
undertakings (which includes the Manager).
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Financial Conduct Authority
5,000 people contact the Financial Conduct Authority about
share fraud each year, with victims losing an average of £20,000.
Beware of share fraud
Fraudsters use persuasive and high‑pressure tactics to lure
investors into scams.
They may offer to sell shares that turn out to be worthless or
non-existent, or to buy shares at an inflated price in return for
an upfront payment.
While high profits are promised, if you buy or sell shares in
this way, you will probably lose your money.
How to avoid share fraud
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
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Shareholder Information
Foresight Enterprise 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.
For details on the Company’s investment policy, please refer
to the Strategic Report.
www.foresightenterprisevct.com
Enquiries
The Board and the Manager are always keen to hear from
investors. If you have any feedback about the service you
receive or any queries relating to Foresight Enterprise 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,
Shareholders can 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 types
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 6385
Key dates
Annual General Meeting 11 June 2026
Half-yearly results to 30 June 2026 September 2026
Annual results to 31 December 2026 April 2027
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Additional Information
Privacy policy
We respect your privacy and are committed to protecting
your personal data. If you would like to find out more about
the measures the Manager takes in processing your personal
information, please refer to the privacy policy, which can be
found at www.foresight.group/legal/privacy-policy.
Trading shares
The Company’s shares are listed on the London Stock
Exchange. Share price information is available on the
Manager’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 Enterprise VCT plc is Panmure Liberum Limited.
You can contact Panmure Liberum Limited 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 Enterprise 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.
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Corporate Information
Company number
03506579
Directors
Michael Gray (Chair)
Kavita Patel (Deputy Chair)
Gaynor Coley
Ian Harris
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
Level 19
The Shard
32 London Bridge Street
London
SE1 9SG
Registrar
Computershare Investor Services plc
The Pavilions
Bridgwater Road
Bristol
BS99 6ZZ
Market maker
Panmure Liberum Limited
Level 12, Ropemaker Place
25 Ropemaker Street
London
EC2Y 9LY
Banker
Lloyds Bank plc
1 Churchill Place
Leicester
LE87 2BB
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