Annual Report • Sep 24, 2025
Annual Report
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Annual Report & Accounts 31 March 2025
Company Number: 07289280
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Foresight Technology VCT Plc is managed by Foresight Group LLP which is regulated by the Financial Conduct Authority. 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 may increase the risk to the value of, and the income from, the investment.
As part of our investor communications policy, shareholders can arrange a mutually convenient time to speak to the Company's investment management team at Foresight Group. If you are interested, please call Foresight Group (see details below).
Foresight Group is always keen to hear from investors. If you have any feedback about the service you receive or any queries, please contact the Investor Relations team:
Email: [email protected] www.foresightgroup.eu

| Annual General Meeting | 18 September 2025 |
|---|---|
| Interim results to 30 September 2025 | December 2025 |
| Annual results to 31 March 2026 | July 2026 |
The Board has made the decision that Foresight Technology VCT Plc (the "Company") will no longer pay dividends by cheque. All future cash dividends will be credited to your nominated bank/building society account. If you are currently receiving dividends via cheque, a dividend mandate form will be sent to you. Please contact the Investor Relations team if you have any questions regarding this.
The Company's FWT Shares are listed on the London Stock Exchange. Share price information can also be obtained from many financial websites.
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 l Values History l Payments Payments Enquiry Dividends l Other payment types Address Change Change registered address to which all communications are sent
Bank Details Update Update your bank details to which dividend payments are made
Outstanding Payments Reissue payments using our online replacement service
Downloadable Forms Dividend mandates l Stock transfer l Change of address
Alternatively you can contact Computershare by phone on 0370 707 4017
The Company's FWT 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 Technology VCT Plc is Panmure Liberum Limited.
You can contact Panmure Liberum by phone on 0207 886 2716 or 0207 886 2717
Investment in VCTs should be seen as a long-term investment and shareholders selling their shares within five years of their original purchase may lose any tax reliefs claimed. Investors who are in any doubt about selling their shares should consult their financial adviser.
Please call Foresight Group if you or your adviser have any questions about this process.
3
| Introduction | 4 |
|---|---|
| Financial Highlights | 4 |
| Key Metrics | 5 |
| Chairman's Statement | 6 |
| Strategic Report | 8 |
| Investment Manager's Review | 8 |
| Top Ten Investments | 11 |
| Evolution of Foresight Technology VCT plc | 16 |
| About the Investment Manager | 17 |
| Co-investments | 18 |
| Responsible Investment | 19 |
| Strategic Report | 22 |
| Governance | 28 |
| Board of Directors | 28 |
| Directors' Report | 30 |
| Corporate Governance | 34 |
| Directors' Remuneration Report | 38 |
| Audit Committee Report | 41 |
| Statement of Directors' Responsibilities | 42 |
| Independent Auditor's Report | 44 |
| Financial Statements | 50 |
| Income Statement | 50 |
| Reconciliation of Movements in Shareholders' Funds | 51 |
| Balance Sheet | 52 |
| Cash Flow Statement | 53 |
| Notes to the Accounts | 54 |
| Notice of Annual General Meeting | 68 |
| Glossary of Terms | 72 |
| Financial Conduct Authority | 76 |
| Corporate Information | 77 |

Total Net Assets as at 31 March 2025
£38.4m 2024: £32.1m
Net Asset Value per share as at 31 March 2025

| 31 March 2025 | 31 March 2024 | |
|---|---|---|
| Total net assets | £38.4m | £32.1m |
| Net asset value per share | 91.4p | 98.8p |
| Net asset value total return^ | 91.4p | 98.8p |
| Share price | 95.0p | 100.0p |
| Share price total return^ | 95.0p | 100.0p |
| Shares in issue | 42,045,605 | 32,445,165 |
| Share price premium/(discount) to NAV^ | 3.9% | 1.2% |
| Average discount on buybacks^ | 0.0% | n/a |
| Movement in NAV per share | (7.5%) | (3.9%) |
| Ongoing charges ratio^ | 3.3% | 3.4% |
^Definitions of the Alternative Performance Measures (APMs) can be found in the Glossary on page 72.

On behalf of the Board, I present the Audited Annual Report and Accounts for Foresight Technology VCT Plc ("the Company") for the year ended 31 March 2025 and to provide you with an update on the developments affecting the Company.
Ernie Richardson Chairman 31 July 2025
The FWT share class was launched in December 2019, and represents an exciting investment opportunity. The Company provides investors with the opportunity to invest in a portfolio of early-stage companies with high growth-potential, developing innovative and occasionally transformational technologies across a range of different sectors.
The Company offers for subscription, dated 6 September 2023 and relaunched on 5 September 2024, were each up to £15 million (with an overallotment facility for up to an additional £10 million) through the issue of shares. During the year ended 31 March 2025, across both offers, 9.7 million shares were allotted, raising a further £9.8 million, bringing the total funds raised to over £42 million.
Post period end, a further 3.0 million FWT shares were allotted, increasing the total funds raised to £45.2 million.
A detailed analysis of the investment portfolio performance over the period is given in the Investment Manager's Review on page 8.
During the period under review the Investment Manager completed six new and eleven follow-on investments into nine exciting companies costing a total of £9.8 million. The new investments in the year were into, Cavero Quantum Limited, Xim Limited, Bitfount Limited, Illumion Limited, Alison.AI limited and uFraction8 Limited. The follow-on investments that were completed in the year were into, Acu-flow Limited, dRisk inc, Vector Photonics Limited, Forefront RF Limited, VividQ Limited, Zero Point Motion Limited, Cambridge GaN Devices Limited, Previsico Limited and Phlux Technology Limited.
Details of each of the top ten companies by value as at 31 March 2025 can be found in the Investment Manager's review on pages 11 to 15.
As at 31 March 2025, the Company had made investments totalling £30.0 million in 36 exciting portfolio companies. Post period end, the Company made one new investment and three follow-on investments totalling £3.2 million.
The Investment Manager continues to see a strong pipeline of potential investments sourced through its regional networks and well developed relationships with advisers and the SME community; however, it is also focused on supporting the existing portfolio through the current economic environment. Following the fundraising over the last couple of years, the Company is in a position to fully support the portfolio, where appropriate, and exploit potential attractive investment opportunities.
The annual management fee is calculated as 2.0% of Net Assets and equated to £721,000 during the year. The Board believe that the annual management fee represents good value for investors.
The Board notes the commitment of the Investment Manager to being a "Responsible Investor". Foresight places environmental, social and governance ("ESG") criteria at the forefront of its business and investment activities in line with best practice and in order to enhance returns for their investors. Further detail can be found on page 19.
The Company's Annual General Meeting will take place on 18 September 2025 and we look forward to meeting as many of you as possible in person. Please refer to the formal notice on pages 68 to 71 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 12.30pm on 12 September 2025 and to forward any questions by email to InvestorRelations@ foresightgroup.eu in advance of the meeting.
On 20 September 2023 the Board announced a variation to the buyback policy for the former Ordinary Shareholders which would allow the Shareholders to benefit from a buyback at a nil discount to NAV in respect of FWT Shares which they hold pursuant to the above-mentioned redesignation. This Buyback offer remained open until 20 September 2024.
On 1 October 2024 the Company completed the purchase of 88,986 of its own shares at a nil discount from previous Ordinary Shareholders under the variation to the buyback policy described above.
Following the fifth anniversary of the launch of the FWT share class, the buyback policy is now to repurchase shares that become available in the market at a discount of 5% to NAV, subject to liquidity. The Company retains Panmure Liberum as its corporate broker to assist in operating the share buyback process. Contact details for Panmure Liberum can be found on page 2.
I am pleased to report that new regulations have been made to extend the UK's VCT scheme by ten years to April 2035, following the European Commission's confirmation that they would not oppose the continuation of the scheme. This now removes any recent uncertainty and will help support further investment by the VCT sector in early-stage companies.
The world economy remains under pressure from persistent geopolitical instability, rising sovereign debt, and a sharp pivot toward defence spending. The return of Donald Trump to the White House has added a fresh layer of uncertainty, with new trade tariffs and a new "America first" approach rattling global markets. Conflicts in Ukraine, the Middle East, and the South China Sea have only intensified the volatility, while NATO allies scramble to boost military budgets amid doubts over long-term US support.
Against this backdrop, the UK economy has struggled to find momentum. After a sluggish 2024, GDP growth flatlined in early 2025. Although the election of a majority Labour government in July 2024 brought political clarity, its economic agenda has drawn criticism, particularly from small businesses facing higher labour costs. Consumer confidence remains fragile, and business investment has yet to rebound, despite the Bank of England's May rate cut to 4.25%. With energy and utility prices expected to rise, inflationary pressures are likely to persist, keeping growth forecasts for the rest of 2025 muted. The Board remains conscious that such economic conditions could prove challenging for our investee companies, which are unquoted, small, early-growth businesses and by their nature entail higher levels of risk and lower liquidity than larger listed companies.
Yet amid the headwinds, there are bright spots, especially for UK-based high technology companies. The Board welcomes the Government's new Science and Technology Framework, which lays the groundwork for a more dynamic and innovative economy. Backed by a commitment to unlock over £20 billion in public R&D funding by 2027, the strategy is designed to crowd in private capital and accelerate the scale-up of breakthrough technologies. Among its ten key initiatives are targeted support for AI, quantum computing, semiconductors, and engineering biology; improved access to growth finance; and investment in cutting-edge research infrastructure. If executed effectively, this framework could provide powerful tailwinds for early-stage technology companies, many of which are well-positioned to benefit from the UK's renewed focus on scienceled growth.
The Investment Manager remains focused on driving the Company's investments towards opportunities for realisation, navigating what continues to be a difficult operating environment for early-stage businesses. For companies that require further funding to fully commercialise their technologies or scale towards profitability, the team works closely with management to ensure technical and commercial milestones are met, while also supporting fundraising efforts through targeted investor introductions. For more advanced businesses, the conversations shift to focus on exploring options and positioning for exit, with regular engagement with M&A advisors to stay informed on market appetite.
Despite this level of 'value creation' activity increasing year-on-year as the portfolio matures, the broader macroeconomic backdrop, particularly the weak performance of listed markets, has reduced and slowed near-term exit chances and led to a number of valuation reductions in the portfolio. That said, most portfolio companies continue to make steady progress and continue to demonstrate the potential for attractive returns. The Board therefore believes the current approach remains appropriate given the stage and nature of the investments.
The current market also presents opportunities for new investments. Valuations have adjusted, and the fundraising environment has become more selective, conditions, which, while difficult for some, create openings for active investors. The Investment Manager continues to see a strong pipeline of new and follow-on opportunities sourced through its national network. The recent fundraise ensures the Company is well placed to act where there is clear long-term value.
Chairman 31 July 2025
Between the launch of the FWT Share class on 20 December 2019 and the end of the reporting period, the Company had raised £42.2 million. The Offer provides investors with the opportunity to invest in a portfolio of early-stage companies with high growth-potential, developing innovative and occasionally transformational technologies across a range of different sectors. As at 31 March 2025, the Company had made investments into 36 companies totalling £30.0 million
During the year, net investment holding losses totalled £2.2 million. £1.8 million of this arose from the 100% write down of dRISK, Rovco and Vypercore.
Investments into six new companies and eleven follow-on investments into nine existing companies were made during the year. These investments are summarised below:
Acu-flow Limited: a developer of surface acoustic wave nebulisers enabling the delivery of next-generation respiratory pharmaceuticals.
Alison.AI Limited*: a deep tech AI solution allowing customers to generate a measurable insights on their video and creative campaigns.
Bitfount Limited*: a tech-enabled solution that connects data owners, algorithm developers and problem solvers to enable training, running and evaluation of AI models and advanced analytics without any data centralisation.
Cambridge GaN Limited: a developer of a new generation of gallium nitride semiconductor power.
Cavero Quantum Limited*: a University of Leeds spin-out developing an innovative encryption technology.
dRISK Inc: an AI company accelerating the training of autonomous vehicles on how to avoid unexpected, realworld "edge case" or hazardous scenarios.
Forefront RF Limited: a manufacturer of next generation radio frequency modules.
Illumion Limited*: a spinout from Refeyn Limited that has produced the first optical microscope for electrochemistry.
Xim Limited*: the world's first and only clinical grade contactless vital signs provider for blood pressure, pulse and respiration.
Phlux Technology Limited: a developer of Infrared sensor technology that is 10x more sensitive than market incumbents.
Previsico Limited: a University of Loughborough spin-out providing a market-leading flood forecasting and warning software platform.
uFraction8 Limited*: a developer of microfluidics-based filter systems as a solution to help bio-manufacturers harvest their products with energy-efficient and scalable bioprocessing systems.
Vector Photonics Limited: a University of Glasgow spin-out commercialising the next generation of semiconductor laser devices.
VividQ Limited: a technology company enabling the next generation of holographic displays.
Zero Point Motion Limited: a developer of a chip-scale unit for ultraprecise motion-tracking and indoor navigation.
*New investment in the year.
Further information relating to the top ten investments by value can be found on pages 11 to 15.
Subsequent to the year end, the Company has made one new investment into Spaceflux Limited and three follow on investments into Opsydia Limited, Audioscenic Limited and Zayndu Limited which are described further below, bringing total deployment to £33.2 million.
Spaceflux is a UK based startup founded in 2022 delivering Space Situational Awareness (SSA) solutions for defence, government and commercial customers. SSA is like an air traffic control system for space tracking satellites and debris down to sub 10cm scale in various orbits. SpaceFlux combines a proprietary global optical sensor network deployed globally with its proprietary data and AI enabled software platform to deliver sovereign-grade SSA solutions for customers. The Company invested £0.5 million in July 2025.

Originally a spin out from the University of Oxford, Opsydia is a specialist laser technology company which utilises decades of academic excellence and experience in adaptive optic beam shaping for writing features and functionalities in transparent materials.
The Company invested £1.1 million into Opsydia in June 2022 as part of a £3.5 million funding round alongside existing investors. The Company invested a further £1.1 million in April 2025.
The Company invested £0.4 million into Audioscenic in October 2020 and £1.4 million in December 2022 as part of a £5.0 million funding round led by Foresight Ventures Funds. In April 2025 the Company invested a further £1.3 million. For further information on Audioscenic please refer to page 11 in the Top 10 Investments summary.
Zayndu has developed an innovative seed priming technology for boosting crop yields without using synthetic agricultural chemicals. The technology is already being used globally to treat seeds across the value chain, from seed producers to indoor growers.
Since the Company's initial investment of £0.5 million in November 2023, Zayndu has launched products, expanded its offering and is accumulating customer data evidencing the increasing plant yields from the technology. The leadership team has also grown with new hires bringing strong industry expertise.
The Company's follow-on investment of £0.4 million in April 2025 is expected to accelerate the commercialisation of Zayndu's technology, increase recurring revenue and position the business for further growth.
The Offer continued to build positive momentum in the market until its close on 10 July 2025. Post year end, a further £3.0 million was raised, bringing the total raised to £9.6 million in the latest fund raising round and £45.2 million overall.
The Investment Manager has a strong pipeline covering new deals and follow-ons. At the time of writing, two deals had passed the Investment Manager's final Investment Committee stage and were nearing completion. On two further deals, terms and exclusivity had been agreed and, subject to Investment Committee approval, were progressing to due diligence.
Foresight Group LLP
Investment Manager 31 July 2025
| 31 March 2025 | 31 March 2024 | ||||||
|---|---|---|---|---|---|---|---|
| As at 31 March 2025 | Date of First Investment | Accounting Cost | Valuation | Accounting Cost | Valuation | ||
| Name of asset | (£) | (£) | (£) | (£) | |||
| Audioscenic Limited* | October 2020 | 1,751,432 | 2,867,265 | 1,751,432 | 2,550,911 | ||
| Forefront RF Limited* | August 2021 | 2,415,013 | 2,526,762 | 1,120,224 | 1,128,530 | ||
| Cambridge GaN Devices Limited* | January 2021 | 1,862,088 | 2,231,694 | 984,139 | 1,647,095 | ||
| Previsico Limited* | August 2021 | 1,545,834 | 2,163,921 | 795,504 | 1,264,472 | ||
| Zero Point Motion Limited* | November 2021 | 1,990,749 | 2,058,711 | 813,750 | 1,242,318 | ||
| VividQ Limited* | May 2021 | 2,047,490 | 1,721,648 | 1,697,490 | 1,068,697 | ||
| Phlux Technology Limited* | November 2022 | 1,125,043 | 1,413,506 | 345,174 | 372,219 | ||
| Mach42 Limited* | April 2021 | 873,494 | 1,345,863 | 873,494 | 1,174,188 | ||
| Living Optics Limited* | August 2022 | 1,247,663 | 1,316,587 | 1,247,663 | 1,259,889 | ||
| Kognitiv Spark Inc* | February 2022 | 1,755,579 | 1,187,607 | 1,755,579 | 1,721,271 | ||
| Acu-flow Limited | April 2022 | 1,044,100 | 1,179,460 | 315,000 | 450,360 | ||
| Opsydia Limited | June 2022 | 1,145,156 | 1,145,156 | 1,145,156 | 1,171,882 | ||
| Oxford Space Systems Limited | February 2022 | 698,425 | 1,002,629 | 698,425 | 1,237,755 | ||
| Refeyn Limited | November 2020 | 360,000 | 946,817 | 360,000 | 924,977 | ||
| Zayndu Limited | November 2023 | 500,000 | 758,978 | 500,000 | 500,000 | ||
| Illumion Limited | September 2024 | 749,128 | 749,129 | — | — | ||
| Bitfount Limited | September 2024 | 618,916 | 618,916 | — | — | ||
| Cavero Quantum Limited | June 2024 | 575,352 | 575,352 | — | — | ||
| Xim Limited | June 2024 | 551,246 | 551,246 | — | — | ||
| uFraction8 Limited | December 2024 | 519,999 | 519,999 | — | — | ||
| Alison.AI Limited | November 2024 | 488,957 | 492,835 | — | — | ||
| Open Bionics Limited | June 2022 | 324,169 | 470,865 | 324,169 | 404,261 | ||
| Vector Photonics Limited | April 2021 | 772,311 | 470,023 | 607,265 | 607,265 | ||
| Mixergy Limited | February 2023 | 374,998 | 385,557 | 374,998 | 374,998 | ||
| The Salford Valve Company Limited | April 2022 | 250,015 | 353,123 | 250,015 | 360,101 | ||
| Zomp Group Limited | February 2023 | 265,000 | 265,000 | 265,000 | 265,000 | ||
| Insphere Limited | April 2021 | 434,419 | 219,925 | 434,419 | 373,475 | ||
| Synaptec Limited | September 2022 | 99,994 | 111,167 | 99,994 | 115,822 | ||
| Novosound Limited | July 2022 | 75,000 | 82,822 | 75,000 | 88,204 | ||
| Vypercore Limited | March 2023 | 674,521 | — | 674,521 | 674,521 | ||
| Rovco Limited | March 2022 | 565,387 | — | 565,387 | 565,387 | ||
| dRISK Inc | March 2022 | 730,597 | — | 530,597 | 549,566 | ||
| Additive Manufacturing Technologies Limited | October 2020 | 1,268,451 | — | 1,268,451 | 18,150 | ||
| Mirico Limited | July 2022 | 262,472 | — | 262,472 | — | ||
| Adenium Foresight Luxembourg (VCT) 1 S.a.r.l1 | July 2023 | 52,277 | — | 52,277 | — | ||
| Youtan Limited1 | July 2023 | — | — | 100 | |||
| Total | 30,015,275 | 29,732,563 | 20,187,695 | 22,111,314 | |||
*Top ten investments by value shown on pages 11 to 15.
1
These assets were originally held by the Ordinary Share class and transferred to the FWT Share class as part of the merger on 5 July 2023.
1.
2.
| First Investment | October 2020 |
|---|---|
| Accounting Cost | £1,751,432 |
| Valuation | £2,867,265 |
| Change in Value for the Year | £316,354 |
| % Equity Held | 13.2% |
Audioscenic is developing immersive 3D audio technology for loudspeaker systems that aim to revolutionise the way users experience sound. The system monitors the location of a listener's head using head tracking technology and then beams a separate sound wave to their left and right ears, creating an immersive 3D audio experience far beyond what a conventional surround sound system can offer.
The Company invested £359,995 into Audioscenic in October 2020 and £1,391,437 in December 2022 as part of a £5.0 million funding round led by Foresight Ventures Funds.
Audioscenic licenses its core technology to consumer electronics companies to design into their products. To date the technology has been embedded into a gaming soundbar made by Razer, a 3D monitor made by Acer and a computer monitor made by Dell. The company is in advanced talks with some of the large laptop companies to secure design wins. Audioscenic is also benefitting from significant growth in the spatial audio market, which is now available across many music and video streaming services and video conferencing platforms. This `wave' of content is expected to drive further adoption of Audioscenic's technology in new consumer electronic devices.
| £'000 | 30 September 2024 | 30 September 2023 |
|---|---|---|
| Retained loss | (5,081) | (3,102) |
| Net assets | 1,990 | 3,969 |

First Investment August 2021 Accounting Cost £2,415,013 Valuation £2,526,762 Change in Value for the Year £103,443 % Equity Held 7.3%
Forefront RF Limited www.forefront.com
Forefront RF is developing signal cancellation technology to reduce the size and number of components used to receive cellular signals in mobile phones. The company's patentprotected technology would allow for a universal filter module that is ten times smaller than existing modules, enabling a simplified supply chain and more space within the handset, unlocking additional functionality and design flexibility.
The Company invested £270,461 into Forefront RF Limited in August 2021 as part of a £1.4 million round led by Bristol-based Science Creates Ventures, including Foresight Technology EIS, The Business Growth Fund and Cambridge Angels, and an £849,749 follow-on investment in February 2023 as part of a £6.7 million funding round alongside the existing investors. The Company invested a further £323,750 in June 2024 followed by an additional £971,053 in October 2024.
Forefront RF has continued to make steady progress towards productising its ForetuneTM technology through its first-generation self-configurable tunable RF module for the fast-growing cellular-enabled smartwatch market, with a targeted launch date of 2026.
| £'000 | 31 December 2024 | 31 December 2023 |
|---|---|---|
| Retained loss | (11,893) | (5,904) |
| Net assets | 12,376 | 2,365 |

| First Investment | January 2021 |
|---|---|
| Accounting Cost | £1,862,088 |
| Valuation | £2,231,694 |
| Change in Value for the Year | (£293,350) |
| % Equity Held | 1.1% |
Cambridge GaN Devices ("CGD") is a University of Cambridge spin out founded in 2016. The company has developed a new generation of gallium nitride ("GaN") semiconductor power devices. GaN power devices are smaller, more efficient and up to 100 times faster than silicon alternatives. Target sectors include high-power industrial, data centre, and automotive markets.
The Company invested £360,807 into CGD in January 2021 as part of a £6.9 million funding round alongside Foresight Technology EIS, the Business Growth Fund and IQ Capital; a £623,332 follow-on investment in August 2022 as part of a £15 million oversubscribed round; and £877,949 in December 2024 as part of a £26 million oversubscribed round alongside a new strategic investor and the existing investors.
The company's product development and commercialisation efforts have continued. CGD's proprietary monolithic ICeGaN® technology simplifies the implementation of GaN into existing and progressive designs, and delivers efficiency levels exceeding 99%, enabling energy savings of up to 50% in a wide range of applications including electric vehicles and data centre power supplies. The new funding is expected to enable the business to focus on delivery of highly efficient GaN products to high-power industrial, data centre, and automotive markets and to expand its operations in Cambridge, North America, Taiwan and Europe.
| £'000 | 31 December 2023 | 31 December 2022 |
|---|---|---|
| Retained loss | (13,675) | (7,283) |
| Net assets | 10,096 | 16,488 |
4.

| Previsico Limited | www.previsico.com |
|---|---|
| First Investment | August 2021 |
| Accounting Cost | £1,545,834 |
| Valuation | £2,163,921 |
| Change in Value for the Year | £149,119 |
| % Equity Held | 11.0% |
Previsico was spun-out of Loughborough University in 2019 following an approach to develop a more accurate flood forecasting system. Previsico's FloodMap Live platform uses sophisticated modelling and data feeds to predict flood impacts, including surface water flooding, and provides automated alerts to allow users to protect assets and minimise damage.
The Company invested £647,993 into Previsico in August 2021 alongside Foresight Technology EIS and Foresight MEIF, made a £147,511 follow-on investment alongside Foresight Technology EIS, Foresight MEIF and 24 Haymarket in July 2023, and invested £750,330 in December 2024 alongside Foresight Technology EIS, Burnt Island Ventures and angel investors.
Previsico has demonstrated strong commercial progress, having attracted several recurring revenue contracts from insurers and asset owners. It is selling to Liberty, Zurich, FM Global, AON, National Grid, Network Rail and their clients, with live, actionable warnings for surface water flooding. The company's actionable pipeline is very strong with close to 2.5x annual budget coverage. The company also strengthened its team with an experienced Hydrometeorologist, bringing the total headcount to 46.
| £'000 | 31 December 2023 | 31 December 2022 |
|---|---|---|
| Retained loss | (3,491) | (2,283) |
| Net assets/(liabilities) | 300 | (326) |
VIVIDQ
5.
| First Investment | November 2021 |
|---|---|
| Accounting Cost | £1,990,749 |
| Valuation | £2,058,711 |
| Change in Value for the Year | (£360,606) |
| % Equity Held | 16.6% |
Zero Point Motion ("ZPM") is a semiconductor start-up that is developing a highly sensitive Inertial Measurement Unit (IMU). The technology has applications in multiple industries including automotive, industrial machinery and consumer electronics.
The Company invested £813,750 into ZPM in November 2021 as part of a £2.5 million funding round alongside u-blox, Verve Ventures and Foresight Technology EIS. The Company invested a further £1,176,999 in November 2024.
ZPM has successfully produced its first single-axis chips, which prove out the company's fundamental sensing concept. While these chips were produced using a different technique to the one proposed for mass production, this represents a significant technical milestone. In parallel, the company has undergone an extensive supply chain analysis to identify the semiconductor fabrication partners that it intends to work with over the coming years to design and manufacture the commercial variant of its sensor.
| £'000 | 29 February 2024 | 28 February 2023 |
|---|---|---|
| Retained loss | (1,761) | (791) |
| Net assets | 948 | 1,898 |
6.
| VividQ Limited | www.vivdq.com |
|---|---|
| First Investment | May 2021 |
| Accounting Cost | £2,047,490 |
| Valuation | £1,721,648 |
| Change in Value for the Year | £302,951 |
| % Equity Held | 6.9% |
VividQ aims to enable the mass commercialisation of holographic displays. Holography is widely regarded as the ideal technical solution for 3D displays, offering best in class brightness and power consumption without the need for peripherals such as goggles. VividQ has developed a patented, software-based process for transforming 3D data into holographic images 1,500x faster than incumbent techniques, meaning that holographic displays can now be applied to consumer electronic products such as Head-Up Displays and Augmented Reality wearables.
The Company invested £1,068,697 into VividQ as part of an £11.0 million funding round in May 2021 alongside a range of international VC funds, and subsequently led a £5.2 million funding round with a £628,792 investment in December 2023. The Company invested a further £350,000 into VividQ as part of a £5.0 million funding round in September 2024.
VividQ continues to make good technical progress, developing a new range of demos with best-in-class brightness, resolution and contrast. The company is continuing to engage with large technology and electronics companies to secure design wins for the technology to go into new product ranges.
| £'000 | 31 December 2024 | 31 December 2023 |
|---|---|---|
| Retained loss | (20,776) | (17,481) |
| Net assets | 2,213 | 3,476 |

| First Investment | November 2022 |
|---|---|
| Accounting Cost | £1,125,043 |
| Valuation | £1,413,506 |
| Change in Value for the Year | £261,418 |
| % Equity Held | 4.8% |
Phlux Technology Ltd ("Phlux"), a University of Sheffield spin-out, has developed an advanced infrared sensor technology that brings significant performance advantages to applications including laser range finding, LiDAR systems, fibre optic sensing and imaging systems. Their innovations bridge performance gaps in photonics, offering high-efficiency, eye-safe solutions for next-generation sensing applications.
The Company invested £345,175 into Phlux in November 2022 as part of a £3.5 million funding round alongside Octopus Ventures, Northern Gritstone and Foresight Technology EIS. The Company invested a further £779,868 in March 2025.
Phlux has made good technical and commercial progress, shipping out engineering samples of its first product, `Aura', to customers to test and validate. Phlux has also made good progress strengthening its management team, appointing a Head of Product and Head of Operations.
| £'000 | 31 December 2023 | 31 December 2022 |
|---|---|---|
| Retained loss | (862) | (338) |
| Net assets | 2,647 | 3,171 |

Mach42 Limited www.machine-discovery.com
| First Investment | April 2021 |
|---|---|
| Accounting Cost | £873,494 |
| Valuation | £1,345,863 |
| Change in Value for the Year | £171,675 |
| % Equity Held | 7.4% |
Mach42 ("Machine Discovery") Limited is a University of Oxford spin-out that is developing software to accelerate computational simulations. The company primarily serves the nuclear fusion and electronic design automation design space.
The Company initially invested £236,251 in Machine Discovery in April 2021 as part of a £1.6 million funding round alongside BGF, Foresight Technology EIS, Parkwalk and Oxford Technologies. In August 2023 the Company completed a £637,243 follow-on investment into the company.
Machine Discovery's primary focus has been on securing its first enterprise grade contract with a semiconductor company. The recently appointed UK-based COO has helped to improve operations and increase the rate of feedback between the technical and commercial teams, while the recently appointed industry advisors have helped Mach42 to iterate their commercial offering.
| £'000 | 31 December 2024 | 31 December 2023 | ||
|---|---|---|---|---|
| Retained profit | n/a | n/a | ||
| Net assets | 4,122 | 4,970 |
10.
| First Investment | August 2022 |
|---|---|
| Accounting Cost | £1,247,663 |
| Valuation | £1,316,587 |
| Change in Value for the Year | £56,698 |
| % Equity Held | 2.3% |
Living Optics is a University of Oxford spin-out commercialising next generation hyperspectral imaging technology. The company's hyperspectral camera system promises to capture higher resolution images, faster, at lower cost and in a more compact form factor than incumbent camera systems.
The Company invested £1,247,663 into Living Optics in August 2022 as part of a £20.0 million funding round alongside Oxford Science Enterprise, Octopus Ventures and existing investors.
9.
Living Optics is now successfully selling its hyperspectral camera development kits internationally. The company also continues to progress discussions with volume customers in the manufacturing, security and health sectors. The company is now marketing a funding round to prepare to scale its operations and deliver its products in large volumes, as well as the development of the next generation, a more compact version, of its product.
| £'000 | 31 December 2023 | 31 January 2023 |
|---|---|---|
| Retained loss | (13,754) | (5,750) |
| Net assets | 12,415 | 20,092 |
Living Optics Limited www.livingoptics.com Kognitiv Spark Inc www.kognitivspark.com First Investment February 2022 Accounting Cost £1,755,579 Valuation £1,187,607 Change in Value for the Year (£533,664) % Equity Held 7.3%
Kognitiv Spark is commercialising software that provides 3D data to support field service workers in remote locations via Augmented Reality. The company's product offers three significant advantages over the competition: it is the only commercially available solution that allows the real-time sharing of 3D data sets, it can maintain a stable video connection even in low bandwidth environments; and it offers defence-grade security.
The Company first invested £1,255,579 into Kognitiv Spark in February 2022 as part of a £4.5 million funding round alongside existing investors and Foresight Technology EIS. In December 2023, the Company invested a further £500k as part of a larger round, which included the Foresight Growth VCTs.
Growth has slowed over the last 12 months to 31 March 2025 as the company has tackled some key challenges including navigating US and Canadian trade disputes and the exit of Microsoft HoloLens from the market. This has led to the loss of a substantial customer. However, the team has been supplemented by a new Head of Sales and the pipeline is healthy, with several potentially transformative contracts in negotiation.
| £'000 | 31 December 2024* | 31 December 2023* |
|---|---|---|
| Retained profit | n/a | n/a |
| Net assets | n/a | n/a |
In April 2010, the British Government introduced index linked feedin tariffs ('FiTs') providing minimum inflation-linked prices for electricity produced from various renewable sources, including solar power generating assets. This FiT provided the opportunity for Foresight to launch the Company's Ordinary Share class and utilise its expertise and resources to invest in solar projects.
The Company was originally a five year planned exit VCT with an option to remain in the Company as a longer-term investor. It targeted minimum dividends of 5p per share per annum after the first two years and a minimum return of £1.30 per share after five years.
In 2013, the Company raised an additional £13.1m from shareholders in a "C" Share class, targeting investment in sub 5MW solar power plants in the UK, supported by the Government's Renewable Obligation (RO) scheme.
five years.
The "C" Share class was a five year planned exit share class with an option to remain invested for the long term. It targeted minimum dividends of 5p per share per annum from year two, and a minimum target return of £1.20 after In February 2016, the Company launched a new "D" Share class in order to invest in complementary asset classes within the energy and infrastructure sectors including smart data, international solar and wider infrastructure offering a similar risk profile.
The D Share class raised £4.9m before it closed on 31 January 2017. A small top-up offer in March 2017 led to a total fund raise of £5.6m.
The Ordinary Share class completed a tender offer on May 2017, buying back 10,966,024 shares for £11.0m.
In June 2018, the Company completed the merger of the Ordinary, C and D share classes into a single enlarged Ordinary Share class to unite its shareholder base and offer enhanced liquidity by the pooling of the existing cash reserves in each share class.
In December 2019, the Company launched the FWT Share class, to invest principally in early stage UK technology companies.
In March 2020, the Ordinary Share class successfully completed a tender offer, buying back
£6m.
7,435,016 shares for
In February 2023 the Ordinary Share class successfully completed the sale of its Solar portfolio.
After returning the proceeds from the sale to shareholders, in July 2023 the Company completed the redesignation of the remaining Ordinary Shares to FWT Shares. The Ordinary Share class paid 183.5p of Dividends from inception to it's closure.
In September 2023 the Company changed it's name from Foresight Solar & Technology VCT plc to Foresight Technology VCT plc.
| 2010 | 2013 | 2016 | 2017 | 2018 | 2019 | 2020 | 2023 |
|---|---|---|---|---|---|---|---|
The Manager is part of Foresight, a leading investment manager in real assets and capital for growth. The Investment Manager is part of Foresight, a leading investment manager in real assets and capital for growth.
The Manager is a leading private equity investment manager, with its parent, Foresight Group Holdings Limited, listed on the London Stock Exchange. Foresight invests in building cleaner energy systems, decarbonising industry and growing the economic potential of ambitious companies. The Investment Manager is a leading private equity investment manager, with its parent, Foresight Group Holdings Limited, listed on the London Stock Exchange. Foresight invests in building cleaner energy systems, decarbonising industry and growing the economic potential of ambitious companies.
200+ Institutional investors
28 Foresight Ventures VCT Plc
Annual Report and Accounts 31 March 2025
66% Institutional AUM c.40,000 Retail investors
34% Retail AUM 52 Investment vehicles
£13.2bn AUM as at 31 March 2025

On 9 February 2021, Foresight Group Holdings Limited's shares were unconditionally listed on the premium segment of the Official List maintained by the Financial Conduct Authority (the "FCA") (the "Official List") and admitted to trading on the Main Market of the London Stock Exchange under the ticker "FSG". Since the FCA's new UK Listing Rules came into force on 29 July 2024, Foresight Group Holdings Limited has been automatically transferred to the Equity Shares (Commercial Companies) category on the Official List. Foresight Group Holdings Limited was awarded the LSE's Green Economy Mark, which recognises companies that derive 50% or more of their annual revenues from products and services that contribute to the global green economy.
£13.2bn
AUM as at 31 March 2025

Our Private Equity division is one of the most active UK & Ireland regional SME investors, supporting companies through various economic cycles. We partner with promising SMEs across all sectors and deal stages. Each year we review over 3,000 business plans and are currently supporting more than 250 SMEs.

Responsible Investment
Often referred to as Responsible
Social and Governance principles
("ESG") provide not only a key basis
for generating attractive returns for
better quality businesses in the UK,
creating jobs and making a positive
Strategy and awareness Does the business demonstrate a good awareness of corporate social responsibility? Is this reflected in its processes and management structure?
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?
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?
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?
investors, but also to help build
contribution to society.
Investment, the Environmental,
| Foresight Technology VCT Plc (£) |
Foresight Technology EIS Fund (£) |
Other Foresight funds (£) |
Total Equity Managed by Foresight (%) |
|
|---|---|---|---|---|
| Acu-Flow Limited | 1,044,100 | 665,900 | — | 16.4 |
| Additive Manufacturing Technologies Limited | 1,268,451 | 4,315,514 | 3,666,036 | 16.9 |
| Alison AI Limited | 488,957 | 488,986 | 977,908 | 5.7 |
| Audioscenic Limited | 1,751,432 | 836,069 | 1,000,004 | 29.9 |
| Bitfount Limited | 618,916 | 618,916 | — | 4.8 |
| Cambridge GaN Devices Limited | 1,862,088 | 1,181,182 | — | 4.4 |
| Cavero Quantum Limited | 575,352 | 225,000 | 540,000 | 27.2 |
| dRISK Inc | 730,597 | 530,597 | — | 40.2 |
| Forefront RF Limited | 2,415,013 | 1,596,414 | — | 12.3 |
| Illumion Limited | 749,128 | 749,128 | — | 29.4 |
| Insphere Limited | 434,419 | 2,265,577 | 242,693 | 49.6 |
| Kognitiv Spark Inc | 1,755,579 | 1,755,579 | 2,000,000 | 22.8 |
| Xim Limited | 551,246 | 236,251 | — | 10.9 |
| Living Optics Limited | 1,247,663 | 955,209 | — | 6.0 |
| Mach42 Limited | 873,494 | 994,000 | — | 18.0 |
| Mirico Limited | 262,472 | 1,837,472 | — | 7.0 |
| Mixergy Limited | 374,998 | 2,330,017 | — | 7.3 |
| Novosound Limited | 75,000 | 1,575,002 | 1,000,023 | 16.7 |
| Open Bionics Limited | 324,169 | 1,759,176 | — | 27.7 |
| Opsydia Limited | 1,145,156 | 459,844 | — | 12.6 |
| Oxford Space Systems Limited | 698,425 | 2,776,205 | — | 7.8 |
| Phlux Technology Limited | 1,125,043 | 255,815 | — | 6.2 |
| Previsico Limited | 1,545,834 | 874,492 | 1,244,670 | 27.3 |
| Refeyn Limited | 360,000 | 2,985,001 | 5,804,955 | 8.9 |
| Rovco Limited | 565,387 | 2,565,387 | 2,953,761 | 10.3 |
| Synaptec Limited | 99,994 | 1,999,997 | — | 16.9 |
| The Salford Valve Company Limited | 250,015 | 3,424,971 | — | 30.6 |
| uFraction8 Limited | 519,999 | 260,001 | — | 14.2 |
| Vector Photonics Limited | 772,311 | 1,126,292 | — | 46.2 |
| VividQ Limited | 2,047,490 | 1,582,107 | — | 11.7 |
| Vypercore Limited | 674,521 | 405,937 | — | 11.4 |
| Zayndu Limited | 500,000 | 500,000 | — | 25.6 |
| Zero Point Motion Limited | 1,990,749 | 1,134,751 | — | 26.3 |
| Zomp Group Limited | 265,000 | 265,000 | — | 9.1 |
Where the Investment 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%.
Often referred to as Responsible Investment, the Environmental, Social and Governance principles ("ESG") provide not only a key basis for generating attractive returns for investors, but also to help build better quality businesses in the UK, creating jobs and making a positive contribution to society.
ESG criteria form an integral part of the Investment Manager's day-to-day decision-making, with all new investments made since May 2018 subject to ESG due diligence and ongoing ESG monitoring.
Central to its investment approach are five ESG principles which are used to evaluate investee companies.
Overall, over 100 individual key performance indicators are considered under the five principles.
The Investment 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:

Does the business demonstrate a good awareness of corporate social responsibility?
Is this reflected in its processes and management structure?

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?

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?

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?

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?
Responsible Investment
We invest to build a sustainable
Every day, Foresight is actively building and growing investments to realise the potential of ambitious companies. We aim to create lasting impact and sustainable growth for
Considering environmental and societal impact, and good governance principles, begins right from our first meeting with a company into due diligence and continues right through our
We encourage and support our portfolio companies to implement ESG measurement and improvement best practices. Not only do we believe this strengthens their competitiveness and long-term viability, but it also enables
them to positively interact with their local areas.
future and grow thriving
our investors and for future generations.
investment process to exit.
Example ESG Award wins:
economies.
Credentials The Manager has been a member of the UK Sustainable Investment and Finance Association since 2009 and a signatory to the Principles for Responsible Investment ("PRI") 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. We invest to build a sustainable future and grow thriving 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,
since 2013. The Manager is an accredited Living Wage Employer and a signatory of the HM Treasury Women in Finance Charter, In May 2021, the Investment Manager formalised its Investment Themes for private equity investments into four areas: economies. Every day, Foresight is actively building and growing and sometimes contributions, to the SDGs. In May 2021, the Manager formalised its Investment Themes for private equity investments into four areas:
are encouraged to pursue similar objectives. our investors and for future generations. Quality Employment at Scale
Climate change statement Considering environmental and societal impact, and good Research and Innovation
The Manager has a long-term investing vision. As such, taking actions to mitigate the risks posed by climate change, governance principles, begins right from our first meeting with a company into due diligence and continues right through our investment process to exit. Sustainable, Inclusive, Local Infrastructure and the Environment
Each portfolio company is subject to an annual
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 These outcome-focused themes help the Investment Manager assess any opportunities in the business model, and by mapping its investments to them, the private equity team can identify the value and benefits for the companies, society and the environment. We encourage and support our portfolio companies to implement ESG measurement and improvement best practices. Not only do we believe this strengthens their competitiveness and long-term viability, but it also enables them to positively interact with their local areas. 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.
Example ESG Award wins:
sector. In 2024, the Manager was once again awarded five stars by PRI across Foresight Group and the Private Equity, Infrastructure and Capital Markets divisions. The Investment Manager has been a member of the UK Sustainable Investment and Finance Association since 2009 and a signatory to the Principles for Responsible Investment ("PRI") since 2013. principles is measured and an evaluation matrix updated to allow progress to be tracked and continuous improvement encouraged.
The Investment 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.
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 The Investment Manager has a long-term investing vision. As such,taking actions to mitigate the risks posed by climate change, whilst also investing to generate commercial returns for its investors, must be done hand-in-hand. The Investment 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 2024, the Investment Manager was once again awarded five stars by PRI across Foresight Group and the Private Equity, Infrastructure and Capital Markets divisions. 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
ș Energy and resource usage and environmental impact ș Environmental impact of products and services ș Environmental performance improvements Regular monitoring post-investment ensures that standards are maintained in respect of ESG issues where there is a change in either the regulatory or operating environment or the composition of the management team. The Board supports the Investment Manager's views on climate change and ESG, as well as its process in the evaluation of an asset's environmental and social impact during due diligence and thereafter. For each material risk identified during due diligence, a mitigation plan is proposed in the investment submission and these actions form part of each portfolio company's "100-day plan" post-investment. 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,
Task Force on Climate-related Financial Disclosures ("TCFD") Foresight Group reports in line with the TCFD 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: 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
Company provides carbon emissions data, which is one of
TCFD-related data in the future. Further details can be found at www.foresightgroup.eu. Regular monitoring post-investment ensures that standards are maintained in respect of ESG issues where there is a change in either the regulatory or operating environment or the composition of the management team.
The diagram below shows the specific SDGs that the Investment Manager has identified linkages to.

Foresight Group reports in line with the TCFD recommendations. As a small authorised UK AIFM and by virtue of its legal entity status, the Company is exempt from TCFD product-level reporting requirements. However, the Company provides carbon emissions data based on estimation, which is one of the TCFD's reporting requirements, for inclusion in the Foresight Group reporting. The Board and Investment Manager will review the Company's ability to provide additional TCFD-related data in the future. Further details can be found at www.foresightgroup.eu. Environmental, human rights, employee, social and community issues The Board recognises the requirement under Section 414 of the Companies Act 2006 to provide information about environmental matters (including the impact of the Company's business on the environment), employee, human rights, social and community issues; and information about any policies it has in relation to these matters and the effectiveness of these policies. The Company does not have any policies in place for
Responsible Investment continued
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 Manager's policies in respect of all the above issues can be found on its website: www.foresightgroup.eu.
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 Investment Manager's policies in respect of all the above issues can be found on its website: www.foresightgroup.eu.
The Board currently comprises one 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. Diversity The Board currently comprises all male directors, with one Director from an ethnic minority background. There is no formal diversity policy in place, however the Board is
The Investment Manager has an equal opportunities policy and, as at 31 March 2025, employed 251 men, 190 women and 1 person identifying as other. conscious of the need for diversity and will consider male and female candidates from all ethnic backgrounds when appointing new Directors.
Global greenhouse gas emissions
Regulations 2013.
The Company has no greenhouse gas emissions to report from the operations of the Company, nor does it have responsibility for any other emissions sources under the Companies Act 2006 (Strategic Report and Directors' Reports) Regulations 2013. at [31 March 2025], employed 255 men (2024: 239) and 191 women (2024: 167). As at 31 March 2025, Foresight had a total of 38 directors, comprising 29 males and nine females. Additionally, Foresight had a total of 41 individuals in Senior Management positions,
The Company has no greenhouse gas emissions to report from the operations of the Company, nor does it have responsibility for any other emissions sources under the Companies Act 2006 (Strategic Report and Directors' Reports)
8 of which were female and 33 of which were male.

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.
The Company intends to invest principally in early stage UK technology companies.
The Company originally raised £37.8 million through an Ordinary Share issue in 2010/2011 and 2011/2012, and subsequently a "C" Share class of £13.1 million and a "D" Share class of £5.6 million. On 29 June 2018, the C and D share classes were merged with the Ordinary Share class. The Company launched the FWT Shares in December 2019. On 5 July 2023 the Ordinary Share class was merged with the FWT Share class. As communicated in the announcement published on 7 July 2023, 547,034 Ordinary Shares were converted to FWT Shares and the remaining 34,046,589 Ordinary Shares were converted into Deferred Convertible Preference Shares.
The number of FWT Shares in issue at 31 March 2025 was 42,045,605.
The results and performance of the Company are discussed further in the Directors' Report.
The Board expects the Investment Manager to deliver a performance which meets the objectives of the Company. The KPIs covering these objectives are growth in net asset value per share and dividend payments, which, when combined, give an overall NAV total return. Alternative Performance Measures ("APMs") reviewed by the Board include the premium/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 higher/lower than the net asset value per share, and total expenses as a percentage of average company NAV. 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 5.
The ongoing charges ratio for the year was 3.3%. The Director's note that regular share buy-backs at a competitive discount to NAV is an essential KPI and also accretive for existing shareholders. A share buyback was completed in the year where the Company repurchased 88,986 of it's own shares (2024: nil). Further details of the Company's KPIs can be found in the Glossary of Terms on pages 72 and 73.
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 Investment Manager's Report. The Board assesses the performance of the Investment Manager in meeting the Company's objective against the primary KPIs and APMs highlighted above. During the year ended 31 March 2025 the Company recorded a loss of £3.1 million compared to a loss of £1.1 million in the year ended 31 March 2024.
The Company will target UK unquoted companies which it believes will achieve the objective of producing attractive returns for shareholders.
The Company invests in a range of securities including, but not limited to, ordinary and preference shares, loan stock, convertible securities, and fixed-interest securities and cash. Pending investment in unquoted securities, cash is primarily held in interest bearing accounts as well as in a range of permitted liquidity investments.
Investments are primarily made in companies which are based in the UK and which are Qualifying Companies for the purposes of VCT Rules.
The Company invests principally in early stage UK technology companies. The Board has always ensured that at least 80% (and prior to 1 April 2020, 70%) of net share capital raised has been invested in Qualifying Companies. Any uninvested funds are held in cash and a range of permitted liquidity investments.
Risk has been 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 by the Company in any one company has been limited to 15% of the portfolio at the time of investment in accordance with VCT Rules. The value of an investment is expected to increase over time as a result of trading progress and a continuous assessment is made of its suitability for sale.
The Company's Articles permit borrowing, to give a degree of investment flexibility. Under the Company's Articles no money may be borrowed without the sanction of an ordinary resolution if the principal amount outstanding of all borrowings by the Company and its subsidiary undertakings (if any), then exceeds, or would as a result of such borrowing exceed, a principal amount equal to the aggregate of the share capital and reserves of the Company and each of its subsidiary undertakings as shown in the audited balance sheet. The underlying portfolio companies in which the Company invests may utilise bank borrowing or other debt arrangements to finance asset purchases but such borrowing would be non-recourse to the Company. The Company does not currently borrow, and has no plans to do so.
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 Investment 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 Investment Manager provides investment management services or advice to Foresight VCT plc, Foresight Enterprise VCT plc, Foresight Ventures VCT plc (formerly Thames Ventures VCT 1 plc following its merger with Thames Ventures VCT 2 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, IFW-Equity LP, MEIF ESEM Equity LP, Scottish Growth Scheme – Foresight Group Equity Partners LP, NI Opportunities LP, NI Opportunities II LP, Foresight West Yorkshire Business Accelerator LP, Foresight South Yorkshire Business Accelerator LP, Foresight Inheritance Tax Solutions, Foresight Solar Fund Limited, Foresight Environmental Assets Group Limited (formerly JLEN 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. Sicavsif, 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, Foresight Ventures EIS, Foresight Technology EIS Fund and Foresight Italian Green Bond Fund.
The investment policy is designed to ensure that the Company continues to qualify and is approved as a VCT by HM Revenue & Customs ("HMRC"). Amongst other conditions, 80% of the Company's investment portfolio must continuously comprise Qualifying Holdings in Qualifying Companies. As at 31 March 2025, 99.7% (2024: 99.7%) of the Company's investment portfolio was held in Qualifying Holdings.
The Company has appointed Foresight Group LLP (the "Investment Manager") to provide investment management and administration services.
The Investment 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.
A review of the investment portfolio and of market conditions during the year is included within the Investment Manager's Review.
Dividends for the Company are anticipated to be paid from profits generated from realisations within the portfolio. Due to the nature and returns profile of the underlying investments, there will be irregular dividends paid as and when exits occur.
The Company's buyback policy is, subject to adequate cash availability, to consider repurchasing shares at a discount of 5% to the prevailing NAV per Share when they become available, in order to help provide liquidity to the market in the Company's shares.
The Directors have a duty to promote the success of the Company for the benefit of shareholders as a whole and to describe how they have performed this duty having regard to matters set out in Section 172(1) of the Companies Act 2006. In fulfilling this duty, the Directors consider the likely consequences of their actions over the long term and on other stakeholders.
As a third party managed VCT, the Company does not have employees. Its main stakeholders therefore comprise its shareholders, who are also its customers, portfolio companies, the environment and society and a small number of suppliers. These suppliers are external firms engaged by the Board to provide, amongst others, investment management, secretarial, registrar and legal and professional services. The principal relationship is with the Investment Manager and the Investment Manager's Review contains further information on this. Its investment management service is fundamental to the long term success of the Company through the pursuit of the investment objective. The Board reviews the investment performance of the Company and the ability of the Investment Manager to produce satisfactory investment performance. It seeks to maintain a constructive working relationship with the Investment Manager and on an annual basis the Management Engagement & Remuneration Committee reviews the appropriateness of the Investment Manager's appointment.
The Board receives and reviews detailed presentations and reports from the Investment Manager to enable the Directors to exercise effective oversight of the Company's activities. The Investment Manager seeks to maintain constructive relationships with the Company's other suppliers on behalf of the Company, typically through regular communications and provision of relevant information.
To help the Board in its aim to act fairly between the Company's members, it encourages communications with all shareholders. The Annual and Half-Yearly Reports are issued to shareholders and are available on the Company's website together with other relevant information including quarterly factsheets. The Investment Manager and members of the Board are available to meet with shareholders at the AGM.
Shareholders' views are considered during the Board's annual strategy reviews. The Board has also established guidelines in accordance with which the Investment Manager implements share buybacks at a target discount to NAV. In addition, the Board has adopted a dividend policy as described in the Dividend Policy on page 23.
As described in more detail within the Corporate Governance Report, the Board is committed to maintaining and demonstrating high standards of corporate governance in relation to the Company's business conduct. The Board also expects high standards at the companies in which the Company is invested. In this regard, it is satisfied that the Investment Manager consistently and proactively engages with portfolio companies on environmental, social and governance
matters, where these are material to the investment case and therefore to the long-term success of the Company. More detail on this can be found in the Investment Manager's Review.
For the Company's investments, where environmental, social and governance matters impinge upon the investment case, the Investment Manager engages with investee companies to encourage the issues to be addressed through that company's "100-day plan". The Investment Manager is well placed to undertake this activity, which has always been an integrated element of its investment process. The team of investment professionals is well resourced and, collectively, has a deep knowledge and understanding across corporate finance, consulting, accountancy and private equity.
While the Investment 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 Investment Manager's website can be found at: www.foresightgroup.eu/stewardship.
In summary, the Board's primary focus is to promote the long term success of the Company for the benefit of its shareholders, with a view to achieving the investment objective in a manner consistent with its stated investment policy and strategy. In doing so, and as described above, it has due regard to the impact of its actions on other stakeholders and the wider community.
The Board carries out robust half-yearly reviews of the risk environment, including emerging risks, in which the Company operates.
The principal risks and uncertainties identified by the Board which might affect the Company's business model and future performance, and the steps taken with a view to their mitigation, are set out below. Emerging risks that have also been considered include that of climate change and the current geopolitical status. There has been no change in the level of severity for the risks described in the following section from the prior year.
Further details of climate change considerations are provided in the Climate Change Statement on page 20. The potential political and economic risks associated with the invasion of Ukraine, conflicts in the Middle East and the impact on the companies in which the Company invests is under continuous assessment by the Investment Manager.
Market Risk: Macroeconomic changes, political developments or external shocks affect the investment community in general and lead to a fall in the valuation of investee companies, a drop in the Company's share price or widening discount to Net Asset Value, resulting in capital losses for Shareholders.
Key controls and mitigation: The Investment Manager ensures the portfolio is diversified and the Board reviews it at least quarterly. The Company also maintains sufficient cash reserves to be able to provide additional funding to investee companies where appropriate and to repurchase its own shares.
Strategic and Performance Risk: The Board fails to set appropriate strategic objectives and fails to monitor the Company's implementation of strategy which leads to poor performance. Unattractive objectives or prolonged poor performance leads to a lack of investor demand for the Company's shares, resulting in difficulty raising new capital, a lack of cash available to fund buybacks and an inability to control a widening discount.
Key controls and mitigation: The Board and the Investment Manager meet on a quarterly basis to assess and monitor the Company's performance and strategy.
Internal Control Risk: The control environments at service providers, including the Investment Manager, have inadequate procedures for the identification, evaluation and management of risks, cyber security and GDPR, putting the Company's assets and data at risk.
Key controls and mitigation: The Board carries out semi-annual reviews of the system of internal controls, both financial and non-financial, operated by the Investment Manager and other service providers and asks the external auditor to report on the Investment Manager's internal controls. These include controls designed to ensure that the Company's assets are safeguarded and that proper accounting records are maintained.
Legislative and Regulatory Risk: The Company fails to comply with applicable laws and regulations including VCT Rules, UK Listing Authority Rules, AIC Code on Corporate Governance, Stewardship Code, Companies Act, Bribery Act, Market Abuse Regulations, GDPR, Criminal Finances Act and relevant Taxes Acts and as a result loses its approval as a VCT. Radical changes to VCT rules limit satisfactory investment returns and the ability to issue new shares causing a reluctance to sell investee companies. This leads to a cash flow issue which restricts dividend payments or share buybacks and the Company's ability to control a widening discount.
Key controls and mitigation: The Investment 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 Investment Manager and the VCT status adviser are, between them, members of the VCT Managers Association, EIS Association and the AIC and are regularly consulted by HMRC and Treasury, or reply to consultations, before changes in legislation take place, often enabling a middle ground to be agreed on legislative changes. The Board and Investment Manager review corporate governance and regulatory changes on a continual basis and seek additional advice as and when required.
VCT Qualifying Status Risk: The Company is required at all times to observe the conditions laid down in the Income Tax Act 2007 for the maintenance of approved VCT status. The loss of such approval could lead to the Company ceasing to be exempt from corporation tax on capital gains, to investors being liable to pay income tax on dividends received from the Company and capital gains tax on the disposal of their shares, and, in certain circumstances, to investors being required to repay the initial income tax relief on their investment.
Key controls and mitigation: Legal advice is taken for each transaction to ensure all investments are qualifying. Advance assurance, where appropriate, is sought from HMRC ahead of completion. The Investment Manager keeps the Company's VCT qualifying status under continual review, seeking to take appropriate action to maintain it where required. The Board has also retained RW Blears LLP to undertake an independent VCT status monitoring role.
Investment Valuation and Liquidity Risk: Most of the Company's investments are in small and medium-sized unquoted companies which are 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 are unlisted and there is no published market price for their shares. The value of the shares needs to be calculated based on other information using estimates and judgements, and is reliant on the accuracy and completeness of some information provided by investee companies. 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 commitments and restrict dividends and buybacks.
Key controls and mitigation: The Investment Manager aims to limit the risk attaching to the portfolio as a whole by careful selection, close monitoring and timely realisation of investments, by carrying out rigorous due diligence procedures and maintaining a spread of holdings in terms of industry sector. The Board reviews the investment portfolio with the Investment 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 auditor's report.
In accordance with principle 21 of the AIC Code of Corporate Governance published by the AIC in February 2019, the Directors have assessed the prospects of the Company over the three year period to 31 March 2028. This three year period is used by the Board during the strategic planning process and is considered reasonable for a business of its nature and size. While the Company's investment strategy is long term, a three-year assessment period allows for a more precise and actionable evaluation of short to medium-term risks and opportunities. This time frame aligns with our strategic planning cycles and provides a balanced approach to managing and adapting to market conditions, ensuring the Company remains on track to achieve its longterm objectives.
In making this statement, the Board carried out an assessment of the principal risks facing the Company, including those that might threaten its business model, future performance, solvency, or liquidity. The Board concentrated its efforts on the major factors that affect the economic, regulatory and political environment.
The Board also considered the ability of the Company to raise finance and deploy capital. This assessment took account of the availability and likely effectiveness of the mitigating actions that could be taken to avoid or reduce the impact of the underlying risks, including the Investment Manager adapting their investment process to take account of the more restrictive VCT investment rules that currently apply.
The Directors have also considered the Company's income and expenditure projections and underlying assumptions for the next three years and found these to be realistic and sensible. Stress testing on the cash flow forecast has not been performed, due to the discretionary nature of the main inflows and outflows. If fewer funds are raised, and fewer realisations achieved, then fewer investments and buybacks can be made and reduced dividends can be paid. The contracted ongoing costs of the Company are sufficiently covered for the next three years.
Based on the Company's processes for monitoring cash flow, share price discount, ongoing review of the investment objective and policy, asset allocation, sector weightings and portfolio risk profile, the Board has concluded that there is a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the three years to 31 March 2028.
The Investment Manager is entitled to a performance incentive fee of 20% of Distributions exceeding a threshold of 110.0p per share (subject to annual adjustment of this hurdle in line with the Retail Price Index).
Investments held by the Company have been valued in accordance with the International Private Equity and Venture Capital Valuation ("IPEV") guidelines 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 itself made recently, its cost may provide a good starting point for estimating fair value. At each measurement date, fair value is estimated using appropriate valuation techniques. The portfolio valuations are prepared by the Investment Manager, reviewed and approved by the Board quarterly and subject to annual review by the external auditor.
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:
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.
Foresight Technology VCT plc is approved by HMRC as a venture capital trust (VCT) in accordance with the VCT Rules. It is intended that the business of the Company be carried on so as to maintain its VCT status. The Board and the Investment Manager have managed, and continue to manage, the business in order to comply with the legislation applicable to VCTs. In addition, the Board has appointed RW Blears LLP to monitor and provide continuing advice in respect of the Company's compliance with applicable VCT Rules. As at 31 March 2025 the Company had 99.7% (2024: 99.7%) of its funds in such VCT Qualifying Holdings.
The Company will continue to raise new funds and continue to deploy funds into appropriate qualifying investments for this share class.
Chairman 31 July 2025

Board of Directors
The wide ranging backgrounds and experience of the Directors provides a strong and complementary balance of skills, knowledge and wisdom to the Company's affairs.
Ernie Richardson Chairman

| Position | Chairman of the Board, Nomination Committee Chair | |
|---|---|---|
| Appointed | 1 January 2019 | |
| Experience | Ernie was appointed as Chairman of the Board in September 2019, having joined the Board in January 2019. Ernie has over 30 years' experience in the venture capital sector and was until 2009 chief executive of venture capital investment firm MTI. He is a graduate chemical engineer and Fellow of the Chartered Institute of Management Accountants and has served as a member of the Council of the British Venture Capital Association and also served as Chair of the investment committee of the National Endowment for Science, Technology and the Arts. He also has over 20 years' operational management experience gained within businesses including British Steel Chemicals Division and chemicals company Laporte Industries and is chairman of several smaller companies. He has also served as Financial Controller of the European Division of the Royal Bank of Canada. |
|
| Other positions | Director of Zeti Limited | |
| Beneficial Shareholding |
FWT Shares 40,000 |
Chairman of the Board, Nomination Committee Chair

| Position | Non-Executive Director, Management Engagement and Remuneration Committee Chair |
|---|---|
| Appointed | 6 July 2010 |
| Experience | A director of insurance broking companies from 1973 to 2016, Tim was most recently a divisional director of City-based Lloyd's broking firm Tasker & Partners where he was responsible for developing the retail insurance broking activities of the firm. Tim was for many years Senior Examiner in liability insurance for the Chartered Insurance Institute. A practising expert witness since 1998, he has given independent evidence to the Courts in over 130 disputes in the insurance sector. Tim has specialised in the venture capital sector since starting his own insurance firm in 1974. He acted as insurance broker to a number of fund managers and other financial institutions. |
| Other positions | Director of Woking Street Angels |
| Beneficial Shareholding |
FWT Shares 26,374 |

| Position | Non-Executive Director, Audit Committee Chair |
|---|---|
| Appointed | 22 March 2021 |
| Experience | Carol brings over 25 years' experience in governance and strategic financial management to her role, and has spent large parts of her career as a board member in technology and regulated businesses. She has held senior positions at Hellman & Friedman, a leading private equity investment firm, and JP Morgan. She has also held non-executive and advisory roles at a number of firms including Livingbridge, DWF and JP Morgan. Carol serves as a non-executive director, and also chairs the Company's audit committee. |
| Other positions | Chair of Nexteq Plc |
| Beneficial Shareholding |
Nil |
Directors' Report
The Directors are focussed on ensuring that a robust governance framework underpins the Company's operations.
The Board of the Company consists of three non-executive directors: Ernie Richardson (Chairman), Tim Dowlen and Carol Thompson. There have been no changes to the Board composition from the year end to the date of this report. Further information on the Board and their biographies are included on pages 28 and 29.
The Board has established three Committees to focus on the specific activities of the Company, under the chairship of different members of the Board, and ultimately all reporting to the full Board.
The principal activity of the Company during the year was the making of investments in unquoted companies in the United Kingdom. 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 the VCT Rules. Confirmation of the Company's qualification as a VCT has been received up to 31 March 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.
The total loss attributable to equity shareholders for the year amounted to £3.1m (2024: loss of £1.1m). No dividend payment was made in the year (2024: 5.5p per share was paid during the year to the previous Ordinary Share holders).
The Board is not proposing a final dividend for the year ended 31 March 2025 (2024: no final dividend recommendation).
During the year ended 31 March 2025, the Company's principal indicator of performance, net asset value total return per share was 91.4p per share at 31 March 2025 (2024: 98.8p).
During the year the Company allotted 9,689,426 FWT Shares under the Offers for Subscription dated 6 September 2023 and 5 September 2024 at prices ranging from 97.2p to 107.4p per share. During the year the Company repurchased 88,986 FWT shares for cancellation at an average discount of 0.0% under the temporary variance to the buyback policy for former Ordinary Shareholders.
At 31 March 2025, the Company had 42,045,605 FWT Shares and 34,046,589 non-voting Deferred Convertible Preference Shares in issue.
The Company has no greenhouse gas emissions to report from the operations of the Company, nor does it have responsibility for any other emissions sources under the Companies Act 2006 (Strategic Report and Directors' Reports) regulations 2013.
A summary of the principal risks faced by the Company are set out in the Strategic Report on pages 24 and 25.
A summary of the engagement with suppliers, customers and others in a business relationship with the Company can be found in the Strategic Report on page 24.
Please refer to the Corporate Governance section for the Company's corporate governance.
The Company has appointed Foresight Group LLP ("the Investment Manager") to provide investment management and administration services. Annually, the Management Engagement & Remuneration Committee reviews the appropriateness of the Investment 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 Investment 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 Investment Manager, together with the standard of other services provided which include Company Secretarial services. It is the Directors' opinion that the continuing appointment of the Investment Manager on the terms agreed is in the interests of shareholders as a whole. The last review was undertaken in June 2024. Foresight Group LLP is the Secretary of the Company. The principal terms of the management agreement are set out in note 3 to the accounts.
No Director has an interest in any contract to which the Company is a party.
Foresight Group LLP, who was appointed as investment manager on 27 January 2020, earned fees of £0.7 million in the year to 31 March 2025 (2024: £0.5 million). Foresight Group LLP received, directly and indirectly, £0.1 million excluding VAT (2024: £0.1 million) during the year in respect of secretarial, administrative and custodian services to the Company.
Foresight Group LLP also received from investee companies arrangement fees of £0.3 million (31 March 2024: £0.1 million) and directors' fees of £0.2 million (31 March 2024: £0.1 million) as a result of the investments made by the Company.
The Investment Manager is also a party to the performance incentive agreements described in note 13 to the accounts and earned performance incentive fees of £nil (2024: £nil). All amounts are stated, where applicable, net of Value Added Tax.
The Company has retained RW Blears LLP as legal and VCT status adviser on, inter alia, compliance with legislative requirements. The Directors monitor the Company's VCT status at meetings of the Board.
So far as the Directors are aware, there were no individual shareholdings representing 3% or more of the Company's issued share capital at the date of this report.
Details of all financial instruments used by the Company during the year are given in note 15 to the accounts.
Please refer to the Investment Manager's Review on page 9 for more details on likely future developments.
The Directors have the benefit of indemnities under the articles of association of the Company against, to the extent only as permitted by law, 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. The Directors' liability insurance is a qualifying third party indemnity.
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 14 days (2024: zero days).
The AIFMD came into force on 22 July 2013 and sets out the rules for the authorisation and on-going regulation of managers (AIFMs) that manage alternative investment funds (AIFs) in the EU. The Company qualifies as an AIF and so is required to comply, although additional cost and administration requirements are not material. The Company's approval was confirmed in August 2014. This has not affected the current arrangements with the Investment Manager, who continues to report to the Board and manage the Company's investments on a discretionary basis.
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.
The following disclosures are made in accordance with Statutory Instrument 2008/410 Schedule 7 Part 6.
The Company's issued share capital as at 31 July 2025 was 45,068,086 FWT Shares and 34,046,589 non-voting Deferred Convertible Preference Shares.
The FWT Shares represent 100% of total ordinary share capital. Further information on the share capital of the Company is detailed in note 11 of the notes to the financial statements.
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 70.
At the date of this report no notifiable interests had been declared in the Company's voting rights.
Pursuant to s487(2) of the Companies Act 2006, the Board proposed the reappointment of Deloitte LLP and a resolution concerning this will be proposed at the Annual General Meeting.
In accordance with Schedule 7 of the Large and Medium Size Companies and Groups (Accounts and Reports) Regulations 2008, as amended, the Directors disclose the following information:
The Directors have declared any conflicts or potential conflicts of interest to the Board which has the authority to approve such conflicts. The Company Secretary maintains the Register of Directors' Conflicts of Interest which is reviewed quarterly by the Board and when changes are notified. The Directors advise the Company Secretary and Board as soon as they become aware of any conflicts of interest. Directors who have conflicts of interest do not take part in discussions concerning their own conflicts.
During the year Mr Dowlen, who has considerable experience in the insurance sector, provided ad hoc advice to the Company's Investment Manager regarding its insurance cover for a portfolio of infrastructure investments, for which he was remunerated. This advice was not given in his
capacity as a professional adviser to the Investment Manager and, in the opinion of the rest of the Board, the remuneration was not material and accordingly not likely to impair Mr Dowlen's independent judgment.
To ensure that projects are allocated equitably between the various funds managed by Foresight Group, a formal allocation policy is followed.
The Company has no employees and therefore a Whistleblowing policy is not required. The Board has been informed that the Investment Manager has arrangements in place in accordance with the UK Corporate Governance Code's recommendations by which staff of the Investment Manager or Secretary of the Company 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 within their respective organisations.
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 Chairman's Statement, Strategic Report and Notes to the accounts. In addition, the 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. As a consequence, the Directors believe that the Company is able to manage its business risks. 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 buy backs and dividends. 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.
Post balance sheet events are disclosed in note 20.
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 which complies with a new set of disclosure requirements. See pages 38 to 40.
A formal notice convening the Annual General Meeting on 18 September 2025 can be found on page 68.
Resolutions 1 to 8 will be proposed as ordinary resolutions meaning that for each resolution to be passed more than half of the votes cast at the meeting must be in favour of the resolution.
Resolutions 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 supplement and renew share issue and buyback authorities granted at previous general meetings of the Company and are explained in further detail below.
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 £390,000 (representing approximately 87% of the current issued share capital of the Company) for the purposes listed under the authority requested under Resolution 9. This includes authority to issue shares pursuant to the performance incentive fee arrangements with Foresight Group LLP and 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. Any offer is intended to be at an offer price linked to NAV. The authority conferred by Resolution 8 will expire on the fifth anniversary of the passing of the resolution, and will be in addition to all other existing authorities.
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 value of up to £300,000 in the Company pursuant to offer(s) for subscription, (ii) with an aggregate nominal value of up to 20% of the issued share capital pursuant to the performance incentive arrangements with Foresight Group LLP and (iii) with an aggregate nominal value of up to 10% of the issued share capital in
the Company, in each case where the proceeds of such issue may in whole or in part be used to purchase the Company's shares. This authority will expire at the conclusion of the Annual General Meeting to be held in 2026 and will be in addition to all other existing authorities.
It is proposed by Resolution 10 that the Company be authorised to make market purchases (within the meaning of Section 693(4) of the Companies Act 2006) of its own shares. Under this authority the Directors may purchase up 6,755,706 FWT Shares (representing approximately 14.99% of the Company's shares at the date of this Annual Report). 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 shares taken from the London Stock Exchange daily official list on the five business days preceding the day on which shares are purchased or, if greater, the amount stipulated by Article 5(6) of the Market Abuse Regulation. This authority shall expire at the conclusion of the Annual General Meeting to be held in 2026.
Whilst, generally, the Company does not expect shareholders will want to sell their shares within five years of acquiring them because this may 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. 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 an investor may be willing to pay more for new shares issued by the Company than he or she would pay to buy shares from an existing shareholder. Therefore, in the interest of shareholders who may need to sell shares from time to time, the Company proposes to renew the authority to buy-in shares for the benefit of new as well as existing shareholders. This authority when coupled with the ability to issue new shares for the purposes of financing a purchase of shares in the market, enables one company to purchase shares from a shareholder and effectively to sell on those shares through the company to a new investor with the potential benefit of full VCT tax relief. In making purchases the Company will deal only with member firms of the London Stock Exchange at a discount to the then prevailing net asset value per share of the Company's shares to ensure that existing shareholders are not disadvantaged.
This report has been approved for issue by the Board.
Company Secretary 31 July 2025
Corporate Governance
The introduction of the new AIC Code will impact the Company's next reporting cycle and will be an area of focus for the Board throughout FY2026.
The Board considers that reporting against the Principles and Provisions of the AIC Code, which has been endorsed by the Financial Reporting Council, provides a strong basis for good governance. Unless noted as an exception below, the requirements of the AIC Code were complied with throughout the year ended 31 March 2025.
The Board comprises three directors, all of whom are nonexecutive and independent of the Investment Manager and considered independent for the purposes of the AIC Code and the Listing Rules. The Chairman has served on the Board for less than nine years from the date of his appointment in January 2019. The Nomination Committee meets annually to discuss the appropriateness of the Board appointments and considers there to be no other circumstances which are likely to impair the Chairman's independence. All directors stand for re-election annually at the Company's AGM. In the year, Mr Dowlen provided ad hoc advice to the Company's Investment Manager regarding its insurance cover for a portfolio of infrastructure investments, for which he was remunerated. Please see page 32 for further information.
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.
The Board is responsible to shareholders for the proper management of the Company and meets at least quarterly and more often 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 its Investment Manager sets out the matters over which the Investment 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 Investment Manager, in the absence of explicit instruction from the Board, is empowered to exercise discretion in the use of the Company's voting rights.
Individual Directors may, at the expense of the Company, seek independent professional advice on any matter that concerns them in the furtherance of their duties.
The Board has access to the officers of the Company Secretary who also attend all scheduled Board Meetings. Representatives of the Investment Manager, the external auditor and other advisers are invited to attend as required.
The Investment Manager provides full information on the Company's assets, liabilities and other relevant information to the Board in advance of each Board Meeting.
In addition to the below, ten further meetings were held in relation to the allotment of FWT shares and one in relation to the share premium cancellation. Attendance by Directors at Board and Committee meetings is detailed in the table below.
| Board | Audit* | Nomination | Management Engagement & Remuneration |
|
|---|---|---|---|---|
| Ernie Richardson | 4/4 | 2/2 | 1/1 | 1/1 |
| Tim Dowlen | 4/4 | 2/2 | 1/1 | 1/1 |
| Carol Thompson | 4/4 | 2/2 | 1/1 | 1/1 |
*Ernie Richardson attends the Audit Committee meetings in an observer capacity.
In light of the responsibilities retained by the Board and its committees and of the responsibilities delegated to the Investment Manager, RW Blears LLP and other service providers, the Company has not appointed a chief executive officer, deputy Chairman 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 chairman and a chief executive officer are, accordingly, not applicable to the Company.
The Board has adopted formal terms of reference, which are available to view by writing to the Company Secretary at the registered office, for three standing committees which make recommendations to the Board in specific areas.
The Audit Committee comprises Carol Thompson (Chair), and Tim Dowlen, both are considered to have sufficient recent and relevant financial experience to discharge the role, and meets, amongst other things, to consider the following:
The Board has appointed Deloitte LLP as the Company's auditor.
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 appointment of Deloitte LLP as auditor and a resolution concerning this will be proposed at the Annual General Meeting. Blick Rothenberg Limited provides the Company's taxation services.
The Management Engagement & Remuneration Committee comprises Tim Dowlen (Chair), Ernie Richardson and Carol Thompson and 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. The Management Engagement & Remuneration Committee also reviews the appointment and terms of engagement of the Investment Manager and other key service providers to the Company.
The Nomination Committee comprises Ernie Richardson (Chair), Tim Dowlen and Carol Thompson 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, and also considers the resolutions for the annual re-election of directors.
The Board believes that, as a whole, it has an appropriate balance of skills, experience and knowledge which adds considerable value to the Company. Accordingly, it is the Board's recommendation that each of the current directors be re-elected at the upcoming AGM.
The Board also believes that diversity of experience and approach, including gender diversity, amongst Board members is important. In April 2022, the Listing Rules introduced a new requirement for listed companies to target at least 40% female board representation and at least one member of the Board from an ethnic minority background by December 2024. Due to the relatively small size of the Board, the Company has not met the 40% target, however is pleased to have female board representation through Carol Thompson. No directors are from an ethnic minority background. However, the Company will continue to give careful consideration to the issues of Board balance and diversity when making new appointments at the appropriate time.
The Board undertakes a formal annual evaluation of its own performance and that of its committees, as recommended by provision 21 of the UK Corporate Governance Code. Initially, the evaluation takes the form of an anonymous questionnaire for Board members to complete. The Nomination Committee then discusses the results and recommends appropriate action to the Board for addressing any issues arising from the process.
The Nomination Committee acknowledges the AIC Code's recommendation for an independent Board evaluation to be carried out every three years. As no significant concerns were raised during the Board evaluation process, it is the Board's view that an external evaluation is not currently required. However, this will be kept under review throughout the upcoming year.
Tim Dowlen was originally appointed to the Board of Foresight Solar VCT plc in 2010. He previously served as a director of the Ordinary Share class (Solar Fund), which was merged into the FWT Share class in 2023, following the full realisation and closure of the Ordinary Share class portfolio. The FWT Share class was initially launched in 2019.
In 2023, the Company changed its name to Foresight Technology VCT plc to reflect the evolving focus of its investment strategy. Tim continues to serve as a director of the Company. In alignment with Principle 7 of the AIC Code of Corporate Governance (2019), the Board has established guidelines regarding director tenure, with the general expectation that directors will not serve for more than nine years. This policy is intended to ensure the Board remains dynamic and refreshed with new perspectives, while maintaining a balance of experience and continuity.
Whilst Tim's tenure exceeds nine years, the Board considers his continued appointment to be in the best interests of the Company. His extensive experience and deep understanding of the Company's history and operations provide valuable continuity, particularly during a period of strategic transition. The Board recognises that there may be exceptional circumstances where extended tenure supports the long-term interests of the Company. Such cases are considered individually, taking into account the director's contribution, performance, and the evolving needs of the Board. Tim's ongoing presence also supports effective succession planning, enabling the transfer of institutional knowledge and ensuring stability in governance.
The Directors of Foresight Technology VCT plc have overall responsibility for the Company's system of internal control 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 Board's appointment of Foresight Group LLP ("Foresight") as accountant and administrator has delegated the financial administration to Foresight. It 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.
RW Blears LLP provides legal advice and assistance in relation to the maintenance of VCT tax status, the operation of the agreements entered into with Foresight and the application of the venture capital trust legislation to any company in which the Company is proposing to invest.
Foresight was appointed by the Board as Company Secretary in November 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 Company Secretary, who is responsible for ensuring that Board procedures and applicable rules and regulations are complied with.
Pursuant to the terms of its appointment, Foresight invests the Company's assets in venture capital and other investments and in its capacity as administrator has physical custody of documents of title relating to equity investments.
The Board confirms that there is a continuous process for identifying, evaluating and managing the significant risks faced by the Company, that have been in place for the year under review and up to the date of approval of the annual report and financial statements, and that this process is regularly reviewed by the Board and accords with the guidance. The process is based principally on the Investment Manager's existing risk-based approach to internal control whereby a test matrix is created that identifies the key functions carried out by the Investment Manager and other service providers, the individual activities undertaken within those functions, the risks associated with each activity and the controls employed to minimise those risks. A residual risk rating is then applied. The Board is provided with reports highlighting all material 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 Foresight and RW Blears LLP.
The introduction of Provision 29 of the 2024 AIC Code of Corporate Governance will put increased expectations on the Board for the assurance of the Company's internal controls and the Board is working closely with Foresight to ensure that the such declarations will be made for the next financial year.
The Audit Committee has carried out a review of the effectiveness of the system of internal control, together with a review of the operational and compliance controls and risk management, as it operated during the year and reported its conclusions to the Board which was satisfied with the outcome of the review.
Such review procedures have been in place throughout the full financial year and up to the date of approval of the accounts, and the Board is satisfied with their effectiveness.
These procedures are designed to manage rather than eliminate risk and, by their nature, can only provide reasonable but not absolute assurance against material misstatement or loss. The Board monitors the investment performance of the Company in comparison to its objectives at each Board meeting. The Board also reviews the Company's activities since the last Board meeting to ensure that the Investment 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 and, as all day-to-day operations of the Company are outsourced, this was not deemed necessary at this time.
While the Investment 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 Investment Manager's website and can be found at: www. foresightgroup.eu/stewardship.
The Company communicates with Shareholders and solicits their views where it considers it is appropriate to do so. The Investment Manager publishes quarterly factsheets, as well as information on new investments, on the Company's website.
Individual Shareholders are encouraged to attend the Annual General Meeting on 18 September 2025, where they will have the opportunity to ask questions of the Directors, including the Chairs of the Board and the Company's committees.
The Board may from time to time seek feedback through Shareholder questionnaires and there is an open invitation for Shareholders to meet the Investment Manager.
Ernie Richardson
Chairman 31 July 2025
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 for the approval of this report will be put to the members at the forthcoming Annual General Meeting. ("AGM")
The law requires the Company's auditor, Deloitte LLP, to audit certain of the disclosures provided. Where disclosures have been audited, they are indicated as such. The auditors' opinion is included in the Independent Auditor's Report.
The Board, which is profiled on pages 28 and 29, consists solely of non-executive directors and considers at least annually the level of the Board's fees.
The Management Engagement and Remuneration Committee comprises all three Directors: Tim Dowlen (Chair), Ernie Richardson and Carol Thompson.
The Management Engagement and Remuneration Committee has responsibility for determining the remuneration of the Directors, ensuring that these appropriately reflect the time commitment and responsibilities of the role, and meets at least annually.
The Management Engagement and 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 and Remuneration Committee have been provided with advice or services by any person in respect of its consideration of the Directors' remuneration.
The remuneration policy set by the Board is described below.
Individual remuneration packages are determined by the Remuneration Committee within the framework of this policy.
The Board's policy is that the remuneration of non-executive Directors should reflect time spent and the responsibilities borne by the Directors on the Company's affairs and should be sufficient to enable candidates of high calibre to be recruited. The levels of Directors' fees paid by the Company for the year ended 31 March 2025 were agreed during the year.
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 as requested by any Director.
The above remuneration policy was last approved by Shareholders at the AGM on 17 September 2024 and it is the intention of the Board that the above remuneration policy will, subject to shareholder approval, come into effect immediately following the AGM of the Company on 18 September 2025. The Directors' Remuneration Policy is available to view by writing to the Company Secretary at the registered office.
Shareholders' views in respect of Directors' remuneration are communicated at the Company's AGM and are taken into account in formulating the Directors' remuneration policy. At the last AGM 97.01% of shareholders voted for the resolution approving the Directors' Remuneration Report, showing significant shareholder support.
All Directors retire and may offer themselves for re-election every year.
The emoluments in respect of qualifying services and compensation of each person who served as a Director during the year are as shown on page 40. No Director has waived or agreed to waive any emoluments from the Company in the current year.
During the year, the Board elected to increase Directors' fees in total by £10,750 per annum.
No other remuneration was paid or payable by the Company during the year nor were any expenses claimed or paid to them other than for expenses incurred wholly, necessarily and exclusively in furtherance of their duties as Directors of the Company.
2023
2024
RE AIC Data Request.msg
The Directors who held office during the year and their interests in the issued shares of 1p each of the Company were as follows:
| 31 March 2025 | 31 March 2024 | ||
|---|---|---|---|
| FWT Shares | FWT Shares | ||
| Ernie Richardson | 40,000 | 40,000 FTECH |
VCT Generalist Sector |
| NAV (p) Tim Dowlen 31 March 2020 99.1 |
Dividends (p) 26,374 0.0 |
Cumulative Dividends (p) 26,374 0.0 |
NAV Total Return (p) NAV Total Return - Rebased (p) NAV Total Return (p) NAV Total Return (%) 99.1 100.0 -4.6 |
| 31 March 2021 98.0 Carol Thompson 31 March 2022 97.4 |
0.0 — 0.0 |
0.0 — 0.0 |
98.0 98.8 -17.3 -17.29% 97.4 98.2 20.0 24.24% |
| 31 March 2023 102.8 Total 31 March 2024 98.8 |
0.0 66,374 0.0 |
0.0 66,374 0.0 |
102.8 103.7 -4.4 -4.26% 98.8 99.7 -4.3 -4.32% |
All the Directors' share interests shown above were held beneficially. The company does not have any employees (2024: 0). Date Foresight Technology VCT plc AIC - VCT Technology Sector
31 March 2025 91.4 0.0 0.0 91.4 92.2 -1.0 -1.01% 93.2 Per AIC website
31/03/2025 92.2 93.2
2021
2022
The graph below charts the total Shareholder return to 31 March 2025, on the hypothetical value of £100 invested on 1 April 2020. The return is compared to the total Shareholder return on a notional investment of £100 in the AIC VCT Technology sector. 31/03/2022 98.2 102.8 31/03/2023 103.7 98.4 31/03/2024 99.7 94.1

Directors' Remuneration Report continued
Resolution 2, for the approval of this Directors' Remuneration Report will be put to shareholders at the forthcoming Annual General Meeting. In addition to this, Resolution 3, which is seeking shareholder approval for the Directors Remuneration Policy, will, if approved, take effect from the AGM and will be valid for a period of three years unless renewed, varied or revoked by the Company at a general meeting.
This Directors' Remuneration Report was approved by the Board on 31 July 2025 and is signed on its behalf by Ernie Richardson (Chairman).
On behalf of the Board
Ernie Richardson Chairman 31 July 2025
| Audited Directors' fees year ended 31 March 2025 |
Audited Directors' fees year ended 31 March 2024 |
|
|---|---|---|
| (£) | (£) | |
| Ernie Richardson | 31,723 | 29,854 |
| Tim Dowlen | 28,653 | 25,708 |
| Carol Thompson | 25,537 | 23,958 |
| Total | 85,913 | 79,520 |
The Directors are not eligible for pension benefits, share options, long-term incentive schemes, taxable benefits, annual incentives or clawback.
Votes cast for and against the Directors' Remuneration Report for the year ended 31 March 2025
| Shares and Percentage of votes cast For | Shares and Percentage of votes cast Against |
|---|---|
| 97.01% | 2.99% |
| 367,963 votes | 46,586 votes |
In accordance with new 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 | Year ended | |
|---|---|---|
| 31 March 2025 | 31 March 2024 | |
| Dividends | £nil | £1,903,000 |
| Share buybacks | £87,474 | — |
| Total Shareholder distributions | £87,474 | £1,903,000 |
| Directors fees | £85,913 | £79,520 |
| Directors fees % of Shareholder distributions | 98.2% | 4.2% |
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:
These issues were discussed with the Investment Manager and the auditor at the conclusion of the audit of the financial statements, as explained below:
The Directors have met quarterly to assess the appropriateness of the estimates and judgements made by the Investment Manager in the investment valuations. As a Venture Capital Trust the Company's investments are predominantly in unlisted securities, which can be difficult to value and requires the application of skill, knowledge and judgement by the Board and Audit Committee. During the valuation process the Board and Audit Committee and the Investment Manager follow the valuation methodologies for unlisted investments as set out in the International Private Equity and Venture Capital Valuation guidelines and appropriate industry valuation benchmarks. These valuation policies are set out in Note 1 of the accounts. These were then further reviewed by the Audit Committee. The Investment Manager confirmed to the Audit Committee that the investment valuations had been calculated consistently with prior periods and in accordance with published industry guidelines, taking account of the latest available information about portfolio companies and current market data. Furthermore, the Investment Manager held discussions regarding the investment valuations with the auditor.
Maintaining venture capital trust status and adhering to the VCT Rules is critical to both the Company and its shareholders for them to retain their VCT tax benefits.
The Investment Manager confirmed to the Audit Committee that the conditions for maintaining the Company's status as an approved venture capital trust had been met throughout the year.
The Investment Manager obtains legal advice from RW Blears LLP 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 Investment Manager and any potential issues with Venture Capital Trust Status would be discussed at or between formal meetings. In addition, an external third party review of Venture Capital Trust Status is conducted by RW Blears LLP on a quarterly basis and this is reported to both the Board and Audit Committee and the Investment Manager.
The Investment Manager confirmed to the Audit Committee that they were not aware of any material misstatements. Having reviewed the reports received from the Investment Manager and RW Blears LLP, 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 Investment Manager and auditor confirmed to the Audit Committee that they were not aware of any material misstatements. Having reviewed the reports received from the Investment Manager and auditor, the Audit Committee is satisfied that the key areas of risk and judgement have been addressed appropriately in the financial statements and that the significant assumptions used in determining the value of assets and liabilities have been properly appraised and are sufficiently robust. The Audit Committee considers that Deloitte LLP has carried out its duties as auditor in a diligent and professional manner. During the year, the Audit Committee assessed the effectiveness of the current external audit process by assessing and discussing specific audit documentation presented to it in accordance with guidance issued by the Auditing Practices Board. The audit partner is rotated every five years ensuring that objectivity and independence is not impaired.
The current audit partner, Chris Hunter, assumed responsibility for the audit in 2021. This will be Chris' last year as the audit partner for the Company, and the Board thanks Chris for his service. Deloitte LLP was appointed as auditor on 8 January 2021. No tender for the audit of the Company has been undertaken since this date. As part of its review of the continuing appointment of the auditors, the Audit Committee considers the need to put the audit out to tender, its fees and independence from the Investment 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 provided a high level of service and maintained a good knowledge of the venture capital trust market, making sure audit quality continued to be maintained.
The Audit Committee met in July 2024 to review the annual audited accounts for the year ended 31 March 2024 and the Company's risk register, in December 2024 to review the interim report and the Company's risk register, and in June 2025 to review the Annual Report and Accounts for the year ended 31 March 2025. No other significant items were noted during the year.
Audit Committee Chair 31 July 2025
The Directors are responsible for preparing the Annual Report and the financial statements, in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with UK Accounting Standards including FRS 102, the Financial Reporting Standard applicable in the UK and Republic of Ireland.
Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of its profit or loss for that year.
In preparing these financial statements, the Directors are required to:
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that its financial statements comply with the Companies Act 2006. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.
Under applicable law and regulations, the Directors are also responsible for preparing a Strategic Report, Directors' Report, Directors' Remuneration Report and Corporate Governance Statement that comply 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.
We confirm that to the best of our knowledge:
We consider the Annual Report and Accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's position and performance, business model and strategy.
On behalf of the Board
Ernie Richardson Chairman 31 July 2025
Auditor's Report
In our opinion the Financial Statements of Foresight Technology VCT PLC (the Company):
We have audited the Financial Statements which comprise:
issue.
relevant sections of this report.
Key audit matters
the Balance Sheet;
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). our approach
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. basis of accounting included:
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.
| Within this report, key audit matters are identified as follows: | ||
|---|---|---|
| Newly identified | ||
| Increased level of risk | ||
| Similar level of risk | ||
| Decreased level of risk | ||
| Materiality | The materiality that we used in the current year was £767k which was determined |
| Scoping | on the basis of Key audit matters by the engagement team. |
2% of the net asset value (NAV) of the Company at year-end. The key audit matter that we identified Audit work to respond to the risks of material misstatement was performed directly in the current year was the valuation of unquoted investments. |
|---|---|---|
| Significant changes in our approach 4. |
Materiality Conclusions relating to going concern |
We did not adopt controls reliance over valuation of unquoted investments – was a change from the prior year, when a controls reliance approach was taken. The materiality that we used in the current year was £767k, which was determined on the basis of 2% of the net asset value (NAV) of the Company at year end. 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. basis of accounting included: • risks, including • • |
Scoping | Audit work to respond to the risks of Our evaluation of the directors' assessment of the company's ability to continue to adopt the going concern material misstatement was performed directly by the engagement team. |
| Significant changes in our approach to their going concern assessment; and |
Considering as part of our risk assessment the nature of the Company, its business model and related where relevant the impact of the evolving economic landscape, the requirements of We did not adopt controls reliance over the applicable financial reporting framework, and the system of internal control; valuation of unquoted investments – this Challenging the underlying data and key assumptions through assessing the forecasted cash flows and was a change from the prior year, when the impact of external market forces, and evaluating the Directors' plans for future actions in relation a controls reliance approach was taken. Assessing the relevant disclosures about whether the Directors considered it appropriate to adopt the |
going concern basis of accounting in preparing the financial statements.
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
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
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified. These matters included those which
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:
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.
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified. These matters included those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

The Company holds unquoted investments of £29.7m representing 77% of the Company's net assets (2024: £22.1m, 69%).
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 by Foresight Group LLP (the "Investment Manager") in line with the International Private Equity and Venture Capital Valuation (IPEV) Guidelines and carry a high degree of judgement.
Significant risks of material misstatement have been identified for unquoted investments in several categories: those valued using the subjective Venture Capital (VC) method; those with the greatest value or experiencing substantial valuation changes from prior year; those valued based on funding rounds over six months old, or showing evidence of significant operational changes since the last round; and those with less than 12 months of cash runway or facing potential going concern issues such as litigation. Refer to Note 1b to the Financial Statements for the accounting policy on unquoted investments and Note 8 to the Financial Statements for details of the investments. Critical accounting judgements and key sources of estimation uncertainty are disclosed in Note 1f to the Financial Statements. The investment valuation risk is included within the Audit Committee Report on page 41.
| How the scope | |
|---|---|
| of our audit | |
| responded to the | |
| key audit matter |
We have performed the following testing procedures to address the key audit matter:
Key observations Based on our testing, we concluded that the valuation of the unquoted investments is reasonable.
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 | £767k (2024: £641k) |
|---|---|
| Basis for determining materiality |
2% of net asset value (2024: 2%, 2023: 2%) |
| Rationale for the benchmark applied |
Net asset value is the primary measure used by the Shareholders in assessing the performance of the Company as an investment entity. |

7.1. Scoping
audit engagement team.
.
assessing the overall presentation of the financial statements.
7.2. Our consideration of the control environment
7.3. Our consideration of climate-related risks
Board considers climate change to be an emerging risk within the business.
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 (2024: 70%). 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. 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 (2024: 70%). In determining performance materiality, we considered the quality of the Company's control environment and management's willingness to correct errors identified in previous audits. 6.3. Error reporting threshold
We agreed with the Audit Committee that we would report to the Committee all audit differences in excess of £38k (2024: £32k), as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds. We also report to the Audit Committee on disclosure matters that we identified when
Our audit was scoped by obtaining an understanding of the entity and its environment, including internal controls, and assessing the risks of material misstatement. There were no changes to our scoping approach in the current year. Audit work to respond to the risks of material misstatement was performed directly by the
The investment management, accounting and reporting operations are undertaken by the Investment Manager. We have obtained an understanding of the Manager's systems of internal controls and considered in our risk assessment the overall control environment. We have not relied on controls in our audit approach.
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 climaterelate risks, the processes and controls in place, as well as the determination of any mitigating actions. The Company continues to develop its assessment of the potential impact of environmental, social and governance ("ESG") related risks, including climate change. As outlined in the Strategic Report on page 30, the
We agreed with the Audit Committee that we would report to the Committee all audit differences in excess of £38,000 (2024: £32,000), as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds. We also report to the Audit Committee on disclosure matters that we identified when assessing the overall presentation of the Financial Statements.
Our audit was scoped by obtaining an understanding of the entity and its environment, including internal control, and assessing the risks of material misstatement. There were no changes to our scoping approach in the current year. Audit work to respond to the risks of material misstatement was performed directly by the audit engagement team.
The investment management, accounting and reporting operations are undertaken by the Investment Manager. We have obtained an understanding of the Investment Manager's systems of internal controls and considered in our risk assessment the overall control environment. We have not relied on controls in our audit approach.
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-relate risks, the processes and controls in place, as well as the determination of any mitigating actions.
The Company continues to develop its assessment of the potential impact of environmental, social and governance ("ESG") related risks, including climate change. As outlined in the Strategic Report on page 24, the Board considers climate change to be an emerging risk within the business.
Details of the climate change considerations are provided in the Climate Change Statement within the Investment Manager's Review on page 20. We have assessed whether the risks identified by the entity are consistent with our understanding of the business and read the disclosures in the Annual Report to consider whether they are materially consistent with Note 1f to the Financial Statements and our knowledge obtained in the audit.
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.
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located on the FRC's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Auditor's Report continued
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.
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:
As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the valuation of unquoted investments. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.
We also obtained an understanding of the legal and regulatory framework that the Company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act, Financial Conduct Authority ("FCA") and Listing Rules.
In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the Company's ability to operate or to avoid a material penalty. These included the Company's compliance with VCT regulations.
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:
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
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:
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.
The Listing Rules require us to review the Directors' statement in relation to going concern, longer-term viability and that part of the Corporate Governance Statement relating to the Company's compliance with the provisions of the UK Corporate Governance Code specified for our review.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance Statement is materially consistent with the Financial Statements and our knowledge obtained during the audit:
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:
We have nothing to report in respect of these matters.
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.
Following the recommendation of the audit committee, we were appointed by the Board of Directors on 8 January 2021 to audit the financial statements for the year ended 31 March 2021 and subsequent financial periods. The period of total uninterrupted engagement including previous renewals and reappointments of the firm is five years, covering the years ended 31 March 2021 to 31 March 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).
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Chris Hunter, CA (Senior statutory auditor) For and on behalf of Deloitte LLP Statutory Auditor Aberdeen, United Kingdom 31 July 2025
| Year ended 31 March 2025 |
Year ended 31 March 2024 |
||||||
|---|---|---|---|---|---|---|---|
| Revenue | Capital | Total | Revenue | Capital | Total | ||
| Notes | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
| Investment holding losses | 8 | — | (2,206) | (2,206) | — | (1,086) | (1,086) |
| Income | 2 | 335 | — | 335 | 941 | — | 941 |
| Investment management fees | 3 | (180) | (541) | (721) | (135) | (404) | (539) |
| Other expenses | 4 | (478) | — | (478) | (459) | — | (459) |
| (Loss)/profit before taxation | (323) | (2,747) | (3,070) | 347 | (1,490) | (1,143) | |
| Taxation | 5 | — | — | — | — | — | — |
| (Loss)/profit after taxation | (323) | (2,747) | (3,070) | 347 | (1,490) | (1,143) | |
| (Loss)/profit per share: | |||||||
| Ordinary share | 7 | n/a | n/a | n/a | 2.3p | (2.4)p | (0.1)p |
| FWT Share | 7 | (0.9)p | (7.5)p | (8.4)p | (1.8)p | (2.5)p | (4.3)p |
The total column of this statement is the profit and loss account of the Company and the revenue and capital columns represent supplementary information. All revenue and capital items in the above Income Statement are derived from continuing operations. No operations were acquired or discontinued in the year. The Company has no recognised gains or losses other than those shown above, therefore no separate statement of comprehensive income has been presented. The notes on pages 54 to 67 form part of these Financial Statements.
| Called-up | Share | Capital | ||||||
|---|---|---|---|---|---|---|---|---|
| share | premium | redemption | Distributable | Capital | Revaluation | |||
| capital | account | reserve | reserve* | reserve* | reserve | Total | ||
| Year ended 31 March 2025 ear ended 31 March 2024 | Notes | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 |
| As at 1 April 2024 | 324 | 324 | 29,132 | 208 | 272 | 199 | 1,923 | 32,058 |
| Share issues in the year | 11 | 96 | 9,678 | — | — | — | — | 9,774 |
| Expenses in relation to share issues | 324 | — | (244) | — | — | — | — | (244) |
| Expenses in relation to prior year share issues | 324 | — | (18) | — | — | — | — | (18) |
| Investment holding losses | 8 | — | — | — | — | — | (2,206) | (2,206) |
| Management fees charged to capital | 3 | — | — | — | — | (541) | — | (541) |
| Share premium cancellation1 | 324 | — | (37,098) | — | 37,098 | — | — | — |
| Buybacks | — | — | — | (86) | — | — | (86) | |
| Revenue loss for the year | — | — | — | (323) | — | — | (323) | |
| As at 31 March 2025 | 420 | 1,450 | 208 | 36,961 | (342) | (283) | 38,414 |
| Called-up | Share | Capital | |||||
|---|---|---|---|---|---|---|---|
| share | premium | redemption | Distributable | Capital | Revaluation | ||
| capital | account | reserve | reserve* | reserve* | reserve | Total | |
| Year ended 31 March 2024 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 |
| As at 1 April 2023 | 568 | 19,079 | 208 | 1,828 | 603 | 3,009 | 25,295 |
| Share issues in the year | 97 | 9,960 | — | — | — | — | 10,057 |
| Expenses in relation to share issues | — | (236) | — | — | — | — | (236) |
| Expenses in relation to prior year share issues | — | (12) | — | — | — | — | (12) |
| Share class merger | (341) | 341 | — | — | — | — | — |
| Investment holding losses | — | — | — | — | — | (1,086) | (1,086) |
| Dividends paid | — | — | — | (1,903) | — | — | (1,903) |
| Management fees charged to capital | — | — | — | — | (404) | — | (404) |
| Revenue profit for the year | — | — | — | 347 | — | — | 347 |
| As at 31 March 2024 | 324 | 29,132 | 208 | 272 | 199 | 1,923 | 32,058 |
The notes on pages 54 to 67 form part of these Financial Statements
* Total distributable reserves at 31 March 2025 were £36,619,000 (2024: £471,000).
1 On 3 March 2025 under Part 8 of the Civil Procedure Rules 1998 and PD49A the Company completed the cancellation of the share premium account. The total balance of the share premium account at this date was £37,097,938.
| As at 31 March 2025 | As at 31 March 2024 | ||
|---|---|---|---|
| Notes | £'000 | £'000 | |
| Fixed assets | |||
| Investments held at fair value through profit and loss | 8 | 29,733 | 22,111 |
| Current assets | |||
| Debtors | 9 | 10 | 983 |
| Cash and cash equivalents | 8,965 | 9,276 | |
| 8,975 | 10,259 | ||
| Creditors | |||
| Amounts falling due within one year | 10 | (294) | (312) |
| Net current assets | 8,681 | 9,947 | |
| Net assets | 38,414 | 32,058 | |
| Capital and reserves | |||
| Called-up share capital | 11 | 420 | 324 |
| Share premium account | 1,450 | 29,132 | |
| Capital redemption reserve | 208 | 208 | |
| Distributable reserve | 36,961 | 272 | |
| Capital reserve | (342) | 199 | |
| Revaluation reserve | (283) | 1,923 | |
| Equity shareholders' funds | 38,414 | 32,058 | |
| Net asset value per share | |||
| FWT Share | 12 | 91.4p | 98.8p |
The accounts on pages 50 to 67 were approved by the Board of Directors and authorised for issue on 31 July 2025 and were signed on its behalf by:
Ernie Richardson Chairman 31 July 2025
The notes on pages 54 to 67 form part of these Financial Statements.
| Year ended | Year ended | |
|---|---|---|
| 31 March 2025 | 31 March 2024 | |
| £'000 | £'000 | |
| Cash flow from operating activities | ||
| Deposit and similar interest received | 305 | 119 |
| Investment management fees paid | (743) | (689) |
| Secretarial fees paid | (104) | (103) |
| Other net cash payments | (26) | (371) |
| Net cash outflow from operating activities | (568) | (1,044) |
| Cash flow from investing activities | ||
| Purchase of investments | (9,099) | (3,146) |
| Investments awaiting completion | — | (729) |
| Investment income received | — | 822 |
| Net cash outflow from investing activities | (9,099) | (3,053) |
| Cash flow from financing activities | ||
| Proceeds of fund raising | 9,705 | 9,996 |
| Expenses of fund raising | (261) | (157) |
| Repurchase of own shares | (88) | — |
| Equity dividends paid | — | (1,903) |
| Net cash inflow from financing activities | 9,356 | 7,936 |
| Net (outflow)/inflow of cash in the year | (311) | 3,839 |
| Reconciliation of net cash flow to movement in net funds | ||
| (Decrease)/increase in cash for the period | (311) | 3,839 |
| Net cash at start of period | 9,276 | 5,437 |
| Net cash at end of period | 8,965 | 9,276 |
| Analysis of changes in net debt | At 1 April 2024 | Cashflow | At 31 March 2025 |
|---|---|---|---|
| £'000 | £'000 | £'000 | |
| Cash and cash equivalents | 9,276 | (311) | 8,965 |
The notes on pages 54 to 67 form part of these financial statements.
Foresight Technology VCT plc ("the Company") is a public limited company incorporated in England and Wales and its registered office is at The Shard, 32 London Bridge Street, London, United Kingdom, SE1 9SG.
The Company has been approved as a Venture Capital Trust by HMRC under Section 259 of the Income Taxes Act 2007.
The Company's principal activity is to provide private investors with 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:
The financial statements have been prepared under the Companies Act 2006, and in accordance with United Kingdom Generally Accepted Accounting Practice (UK GAAP) including FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Statement of Recommended Practice (SORP): Financial Statements of Investment Trust Companies and Venture Capital Trusts issued in November 2014 and updated in October 2019 and July 2022.
The financial statements have been prepared under the historical cost convention as modified by the revaluation of investments.
The Company presents its Income Statement in a three column format to give shareholders additional detail of the performance of the Company split between items of a revenue or capital nature.
As permitted by FRS 102, paragraph 9.9C and 14.4B, 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 recognised as consolidated subsidiaries or associated undertakings, but are held at fair value through profit or loss.
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.
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 Chairman's Statement, Strategic Report and Notes to the Accounts. In addition, the financial statements 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. As a consequence, the Directors believe that the Company is able to manage its business risks.
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 buy backs 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 global geopolitical conflicts, the difficult economic outlook and inflationary pressures in their assessment of going concern and have reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future, being at least 12 months from the date of approval of these financial statements. Thus they continue to adopt the going concern basis of accounting in preparing the annual financial statements.
The Company's financial statements are presented in Pounds Sterling, which is also the Company's functional currency.
All investments held by the Company are classified as "fair value through profit or loss" and the Company has adopted sections 11 and 12 of FRS 102. The Board values investments in accordance with the International Private Equity and Venture Capital ("IPEV") Valuation Guidelines, as updated in December 2022, including COVID-19 guidance in March 2020. This classification is followed as the Company's business is to invest in financial assets with a view to profiting from the total return in the form of capital growth and income.
Purchases and sales of unquoted investments are recognised when the contract for acquisition or sale becomes unconditional.
Unquoted investments are stated at fair value by the Board in accordance with the following rules, which are consistent with the IPEV Valuation Guidelines. When valuing an unquoted investment at fair value the following factors will be considered:
i. Where a value is indicated by a recent material arms-length transaction by an independent third party in the shares of a company, this value will be used
ii. In the absence of (i), and depending upon both the subsequent trading performance and investment structure of an investee company, the valuation basis will usually move to either:
a) An earnings multiple basis. The shares may be valued by applying a suitable price-earnings ratio to that company's historic, current or forecast earnings before interest, tax, depreciation and amortisation ("EBITDA") (the ratio used being based on a comparable sector but the resulting value being adjusted to reflect points of difference identified by the Investment Manager compared to the sector including, inter alia, illiquidity); or
b) Where a company's under-performance against plan indicates a diminution in the value of the investment, a write down against cost is made, as appropriate. Where the value of an investment has fallen permanently below cost, the loss is treated as a permanent write down and as a realised loss, even though the investment is still held. The Board assesses the portfolio for such investments and, after agreement with the Investment 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 amount of the expected exit proceeds from an investment, taking account of both time and risk
v. In estimating the fair value of the investments held, the Investment 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 Investment Manager has applied assumptions based on a best estimate of likely outcome for each individual investment and applied discounts where it is considered necessary.
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. Loan interest income is calculated using the effective interest method and recognised on an accruals basis. Other income such as deposit interest is included on an accruals basis.
All expenses (inclusive of VAT), including loan interest payable, are accounted for on an accruals basis. Expenses are charged through the revenue column of the Income Statement, with the exception that 75% of the management fees payable to the Investment Manager and 100% of any performance incentive fees payable to the Investment Manager are allocated against the capital column of the Income Statement. The basis of the allocation of management fees is expected to reflect the revenue and capital split of long-term returns in the portfolio.
The performance incentive fee (classified as a share based payment) may be satisfied by either a cash payment or the issue of FWT Shares (or by a combination of both) ultimately at the discretion of the Investment Manager, and therefore falls within the definition of a share-based payment under FRS 102.26. As the Investment Manager has the choice of settlement, the arrangement is accounted for as a cash-settled transaction.
The fair value of the amount payable to the Investment Manager is recognised as an expense, with a corresponding increase in liabilities, over the vesting period.
The Board determines the fair value at each reporting date based on the amount of cash expected to be paid under the performance related incentive fee arrangement over the vesting period. This amount is not recognised until it is considered more likely than not that the performance condition will be met (delivery of the specified financial performance to exceed the hurdle rate during the vesting period). The vesting period is not fixed and is estimated as the period required to meet the performance condition. It is based on an estimate of the period required to meet future performance of the fund and future distributions.
The liability is remeasured at each balance sheet date and at settlement date. To the extent not paid, any changes in the fair value of the liability are recognised as a performance incentive fee in profit or loss over the vesting period.
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 Investment 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 Investment Manager, using valuation methods and techniques generally recognised as standard within the industry (common methods used are the Venture Capital method, Investments held at cost and the Discounted revenue multiple method). 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 Investment Manager. The Investment 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. The Audit Committee review the Investment Manager's valuations in detail. Sensitivity analysis is performed on the portfolio as a whole and for more detail on this please refer to note 15.
The Board notes that the Investment 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 Investment 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.
During the year the Company held trade and other debtors, trade and other creditors, and cash and cash equivalents balances.
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 (including long term borrowings) are recognised initially at transaction price plus attributable transaction costs. Subsequent to initial recognition they are measured at amortised cost.
Cash and cash equivalents comprise cash balances and other equivalent assets classified as cash due to insignificant risk of valuation movements.
Other financial instruments not meeting the definition of Basic Financial Instruments include investments held at fair value through profit and loss and are recognised initially at fair value. Subsequent to initial recognition other financial instruments are measured at fair value with changes recognised in profit or loss.
The Company is currently registered in the United Kingdom. The Company is taxed at 25% which is the general rate of corporation tax in the United Kingdom. However due to the Company's status as a Venture Capital Trust and the continued intention to meet the conditions required to comply with Part 6 of the Income Tax Act 2007, no provision for taxation is required in respect of any realised or unrealised appreciation of the Company's investments which arise.
Any tax relief obtained in respect of management fees allocated to capital is reflected in the capital column of the Income Statement and a corresponding amount is charged against the revenue column. The tax relief is the amount by which corporation tax payable is reduced as a result of these capital expenses.
Provision is made for corporation tax at the tax rate that is expected to apply to the reversal of the related difference, using tax rates enacted or substantively enacted at the balance sheet date 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.
The capital and revenue reserves are made up of the following accounts:
(i) Capital reserve
The following are accounted for in this 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 the diminution is deemed permanent.
The following are accounted for in this reserve:
This reserve accounts for the nominal value of shares repurchased and cancelled by the Company, less any amounts transferred to the distributable reserve.
The share premium account represents the amount received by the Company for share issued above their nominal value, less issue costs and amounts transferred to the distributable reserve.
In accordance with stating all investments at fair value through profit and loss, all such movements through both revaluation and realised capital reserves are shown within the Income Statement for the year.
| Year ended 31 March 2025 £'000 |
Year ended 31 March 2024 £'000 |
|
|---|---|---|
| Dividends received | 30 | 822 |
| Deposit and other interest | 305 | 119 |
| 335 | 941 |
| 721 | 539 | |
|---|---|---|
| Investment management fees charged to the revenue account |
180 | 135 |
| Investment management fees charged to the capital account |
541 | 404 |
| Year ended 31 March 2025 £'000 |
Year ended 31 March 2024 £'000 |
The Investment Manager advises the Company on investments in qualifying companies under an agreement dated 31 August 2010 (as novated to the Investment Manager and amended on 27 January 2020), and receives management fees, paid quarterly in advance, of 2% of net assets. If the annual expenses of the Company exceed 3.6% of the Company's total assets less current liabilities, the Company is entitled to reduce the fees paid to the Investment Manager by the amount of the excess. This agreement may be terminated by either party giving to the other not less than twelve months' notice, at any time after the third anniversary being 27 January 2023.
Management fees are calculated on the most recently announced net assets and payable quarterly in advance. Supplemental management fees are paid in relation to funds raised during the quarter.
No performance incentive fee was accrued in the year (2024: £nil). See note 13 for further information.
| Year ended | Year ended | |
|---|---|---|
| 31 March 2025 | 31 March 2024 | |
| £'000 | £'000 | |
| Secretarial services (excluding VAT) | 102 | 81 |
| Directors' remuneration including employer's National Insurance contributions |
89 | 82 |
| Auditor's remuneration excluding VAT1 | 62 | 57 |
| Other | 225 | 239 |
| 478 | 459 |
1 There were no non-audit fees paid to the Company's auditor during the year (2024: nil). The auditor remuneration is for the audit of the annual financial statements.
The Company has no employees other than the Directors which is consistent with the prior year.
a) Analysis of charge in the year:
| Year ended 31 March 2025 | Year ended 31 March 2024 | |||||
|---|---|---|---|---|---|---|
| Revenue | Capital | Total | Revenue | Capital | Total | |
| £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
| Corporation tax | — | — | — | — | — | — |
| Total tax for the year | — | — | — | — | — | — |
The tax assessed for the year is lower than (2024: lower than) the standard rate of corporation tax in the UK of 25% (2024: 25%). The differences are explained below:
| Year ended 31 March 2025 £'000 |
Year ended 31 March 2024 £'000 |
|
|---|---|---|
| Loss before taxation | (3,070) | (1,143) |
| Corporation tax at 25% (2024: 25%) | (768) | (286) |
| Effect of: | ||
| Non taxable dividend income | (8) | (206) |
| Realised capital losses not deductible | — | — |
| Unrealised capital losses not taxable | 552 | 272 |
| Unutilised management expenses | 224 | 220 |
| 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.
The Company has not recognised an estimated deferred tax asset of £3,545,000 (2024: £3,323,000) arising as a result of unutilised excess management expenses, due to uncertainty about the availability of future taxable profits to offset the losses against.
| Year ended 31 March 2025 £'000 |
Year ended 31 March 2024 £'000 |
|
|---|---|---|
| Ordinary Shares Dividends - paid in the year - nil per share (2024: 5.5p) |
— | 1,903 |
| FWT Shares Dividends - paid in the year - nil per share (2024: nil) |
— | — |
The Board is not recommending a final dividend for the year ended 31 March 2025. There are no proposals to pay dividends after the year end of 31 March 2025 at the time of the issuance of this report.
Set out above are the total dividends payable in respect of the financial year, which is the basis on which the requirements of section 274 of The Income Tax Act 2007 are considered.
As at 31 March 2025, reserves available for dividend distribution were £36,619,000 (2024: £471,000) comprising the capital and distributable reserves.
In accordance with s529 of the Income Tax Act 2007, a venture Capital Trust may not retain more than 15% of its qualifying income in any accounting period.
| Year ended 31 March 2025 | Year ended 31 March 2024 | |||
|---|---|---|---|---|
| Ordinary Shares £'000 |
FWT shares £'000 |
Ordinary Shares £'000 |
FWT Shares £'000 |
|
| Total loss after taxation | — | (3,070) | (17) | (1,126) |
| Total loss per share (note a) | — | (8.4)p | (0.1)p | (4.3)p |
| Revenue (loss)/profit from ordinary activities after taxation |
— | (323) | 806 | (459) |
| Revenue (loss)/profit per share (note b) |
— | (0.9)p | 2.3p | (1.8)p |
| Capital loss from ordinary activities after taxation |
— | (2,747) | (823) | (667) |
| Capital loss per share (note c) | — | (7.5)p | (2.4)p | (2.5)p |
| Weighted average number of shares in issue during the year |
— | 36,685,138 | 34,593,623 | 26,203,986 |
a) Total (loss)/profit per share is total loss/(profit) after taxation divided by the weighted average number of shares in issue during the year.
b) Revenue (loss)/profit per share is revenue loss/(profit) after taxation divided by the weighted average number of shares in issue during the year.
c) Capital (loss)/gain per share is capital loss/(gain) after taxation divided by the weighted average number of shares in issue during the year.
| 2025 | 2024 | |
|---|---|---|
| £'000 | £'000 | |
| Unquoted investments | 29,733 | 22,111 |
| 2025 | 2024 | |
| £'000 | £'000 | |
| Book cost at 1 April 2024 | 20,188 | 16,942 |
| Investment holding gains | 1,923 | 3,009 |
| Valuation at 1 April 2024 | 22,111 | 19,951 |
| Movements in the year: | ||
| Purchases at cost | 9,828 | 3,246 |
| Investment holding losses | (2,206) | (1,086) |
| Valuation at 31 March 2025 | 29,733 | 22,111 |
| Book cost at 31 March 2025 | 30,016 | 20,188 |
| Investment holding (losses)/gains | (283) | 1,923 |
| Valuation at 31 March 2025 | 29,733 | 22,111 |
*Purchases at cost for the Ordinary Shares represents costs incurred in relation to the ongoing disposal of the Ordinary
Shares portfolio.
| As at | As at | |
|---|---|---|
| 31 March 2025 | 31 March 2024 | |
| £'000 | £'000 | |
| Prepayments | 10 | 172 |
| Investments pending completion* | — | 729 |
| Other debtors | — | 82 |
| 10 | 983 |
| As at | As at | |
|---|---|---|
| 31 March 2025 | 31 March 2024 | |
| £'000 | £'000 | |
| Allotted, called up and fully paid: | ||
| 42,045,605 FWT Shares of 1p each | ||
| (2024: 32,445,165) | 420 | 324 |
| 420 | 324 |
* Investments pending completion relates to funds which had been transferred to lawyers at year end, however the investment completed post year end. There were no such investments for the year ended 31 March 2025 (2024: one investment).
Under the offers for subscription dated 6 September 2023 and 5 September 2024, 9,689,426 shares were issued during the year based on issue prices ranging from 97.2p to 107.4p. This share issue was under the new VCT provisions that commenced on 6 April 2006, namely: 30% up front income tax relief which can be retained by qualifying investors if the shares are held for the minimum five year holding period.
| As at | As at | |
|---|---|---|
| 31 March 2025 | 31 March 2024 | |
| £'000 | £'000 | |
| Trade creditors | 55 | 26 |
| Accruals | 239 | 286 |
| 294 | 312 | |
Details of voting rights are disclosed in the Notice of Annual General Meeting on page 70. A summary of the Investment Policy can be found in the Strategic Report on page 22.
| FWT Shares No. | |
|---|---|
| At 1 April 2024 | 32,445,165 |
| Allotment of shares | 9,689,426 |
| Buyback | (88,986) |
| At 31 March 2025 | 42,045,605 |
Net asset value per share is based on net assets at the year end of £38,414,000 (2024: £32,058,000) and on 42,045,605 FWT Shares (2024: 32,445,165), being the number of FWT Shares in issue at that date.
After Distributions (including capital distributions of NAV) of 110p per FWT Share (remaining in issue at the date of calculation) have been paid to FWT Shareholders by the Company, including the offer of such a Distribution which Shareholders elect not to accept by remaining invested, Foresight Group CI Limited will become entitled to a performance incentive which will be calculated at the rate of 20% of Distributions in excess of 110p (including the most recently announced NAV) per FWT Share, subject to annual adjustment of this hurdle in line with the Retail Price Index (the "threshold").
At the year end date, the threshold was not satisfied and no expense or liability was recognised (2024: no expense or liability).
Grant Date: 27 January 2020 Vesting conditions: Distributions exceed the threshold Vesting period: Variable from 27 January 2020
Method of settlement accounting: Cash (with the option of settling in shares in the event of any cash flow restrictions).
The Company had no capital commitments or contingent liabilities at 31 March 2025 (2024: £nil).
The Company's financial instruments comprise:
The Company held the following categories of financial instruments all of which are included in the Balance Sheet at fair value, at 31 March 2025:
| 31 March 2025 | 31 March 2024 | |
|---|---|---|
| Company | £'000 | £'000 |
| Investments held at fair value | 29,733 | 22,111 |
| Cash and cash equivalents | 8,965 | 9,276 |
| Debtors | 10 | 983 |
| Creditors | (294) | (312) |
| Total | 38,414 | 32,058 |
The investment portfolio consists of unquoted investments. Unquoted investments consist of equity in portfolio companies and are valued at fair value through profit or loss.
The main risks arising from the Company's financial instruments are credit risk, valuation risk, regulatory risk, interest risk, foreign currency risk and liquidity risk. The Board regularly reviews and agrees policies for managing each of these risks.
Detailed below is a summary of the financial risks to which the Company is exposed, and the policies agreed by the Board for management of these risks.
Credit risk is the risk of failure by counterparties to deliver securities which the Company has paid for, or the failure by counterparties to pay for securities which the Company has delivered. The Company has exposure to credit risk in respect of its current asset investments, cash
and other debtors. The Board manages credit risk in respect of the current asset investments and cash by ensuring a spread of such investments in separate money market funds such that none exceed 15% of the Company's total investment assets. These money market funds are investment grade funds, and so credit risk is considered to be low. The Company currently invests its cash holdings with Barclays. Its money market holdings are with HSBC, Goldman Sachs (previously RBS), Blackrock and Insight Investments. The maximum exposure to credit risk at 31 March 2025 was £8,965,000 (31 March 2024: £10,087,000) based on cash, money market funds and other receivables (amounts due on investments). The majority of the Company's assets are held in its own name in certificated form and therefore custodian default risk is negligible.
An analysis of the Company's assets exposed to credit risk is provided in the table below:
| 31 March 2025 | 31 March 2024 | |
|---|---|---|
| Credit risk | £'000 | £'000 |
| Other debtors | — | 811 |
| Cash | 8,965 | 9,276 |
| Total | 8,965 | 10,087 |
The Company primarily invests in early stage UK technology companies. The Company's investment portfolio is recognised in the Balance Sheet at fair value, in accordance with IPEV Valuation Guidelines.
Price risk is the risk that the fair value or cash flows of a financial instrument will fluctuate due to changes in market prices. At 31 March 2025, the Company's direct investments in the portfolio companies were valued at net assets excluding the outstanding loans issued by the Company. A 10% increase/decrease in valuation of the total portfolio would result in a valuation movement of £2,973,000 (2024: £2,211,100).
The Board have selected the impact of a change of 10% as this is considered reasonable given the current level of volatility observed both on a historical basis and market expectations for future movement.
The investments in equity and fixed interest stocks of unquoted portfolio companies that the Company holds are not traded and they are not readily realisable. The ability of the Company to realise the investments at their carrying value may at times not be possible if there are no willing purchasers. The Company's ability to sell investments may also be constrained by the requirements set down for VCTs.
To counter the risks to the Company's liquidity, the Investment Manager maintains sufficient cash and money market funds to meet running costs and other commitments. The Company invests its surplus funds in high quality money market funds which are all accessible on an immediate basis.
| 31 March 2025 | 31 March 2024 | |
|---|---|---|
| Maturity analysis: | £'000 | £'000 |
| - in one year or less | 8,965 | 9,276 |
| - in more than one year but less than two years | — | — |
| - in more than two years but less than three years | — | — |
| - in more than three years but less than four years | — | — |
| - in more than four years but less than five years | — | — |
| Total | 8,965 | 9,276 |
Foreign currency risk arises as the values of recognised monetary assets and monetary liabilities denominated in other currencies fluctuate due to changes in foreign exchange rates. The majority of the Company's assets are in the United Kingdom and denominated in sterling, and therefore the directors do not consider foreign currency risk to be material. As at 31 March 2025, the company had a holding in one existing portfolio company denominated in Canadian Dollars (CAD) and two investments denominated in US Dollars (USD). Therefore, the Company is exposed to foreign currency risk in respect of these portfolio companies. The applicable exchange rates as at 31 March 2025 were £:CAD 1.8514 and £:USD 1.2935 (2024: £:CAD 1.7108 and £:USD 1.2732.
An analysis of the Company's assets exposed to foreign currency risk is provided in the table below:
| Foreign exchange risk | 31 March 2025 £'000 |
31 March 2024 £'000 |
|---|---|---|
| Investments - CAD | 1,188 | 1,721 |
| Investments - USD | 493 | 550 |
| Total | 1,681 | 2,271 |
If the Canadian Dollar was to strengthen/weaken 10% against the pound, the value of CAD denominated assets would increase/decrease by £119,000/(£119,000) respectively (2024: £191,000/(£156,000). If the US Dollar was to strengthen/weaken 10% against the pound, the value of USD denominated assets would increase/decrease by £55,000/(£45,000) respectively (2024: £61,000/(£50,000)).
The fair value of the Company's cash investments may be affected by interest rate movements. The Board does not consider this to be a significant risk as the overall value of interest received is immaterial. The benchmark rate, which determines the interest payments received on cash and loan balances held, is the bank base rate which was 4.50% at 31 March 2025 (5.25% at 31 March 2024).
| Weighted average | Weighted average time | |||||
|---|---|---|---|---|---|---|
| Total fixed portfolio | interest rate | for which rate is fixed | ||||
| 31 March | 31 March | 31 March | 31 March | 31 March | 31 March | |
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | |
| Company | £'000 | £'000 | % | % | Days | Days |
| Short term fixed interest securities |
— | — | — | — | — | — |
| Cash and cash equivalents |
8,965 | 9,276 | 3.7 | 1.7 | — | — |
| Total exposed to interest rate risk |
8,965 | 9,276 |
In accordance with amendments to FRS 102, the following table shows financial instruments recognised at fair value, analysed between those whose fair value is based on:
| As at 31 March 2025 | Level 1 £'000 |
Level 2 £'000 |
Level 3 £'000 |
Total £'000 |
|---|---|---|---|---|
| Unquoted investments | — | — | 29,733 | 29,733 |
| Financial assets | — | — | 29,733 | 29,733 |
| As at 31 March 2024 | Level 1 £'000 |
Level 2 £'000 |
Level 3 £'000 |
Total £'000 |
| Unquoted investments | — | — | 22,111 | 22,111 |
| Financial assets | — | — | 22,111 | 22,111 |
During the year there were no transfers between levels 1, 2 or 3.
The Board believes the Company's investments are mainly exposed to equity price risk, as the Company holds 100% of its investments in small companies. All of the investments made in unquoted companies, irrespective of the instruments the Company holds carry a full equity risk.
The table below 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 sensitivity analysis below assumes that the investments held by the Company produce an overall movement of 15%, and that the portfolio of investments held by the Company is perfectly correlated to this overall movement in share prices. This percentage reflects a number of factors, including the performance of the underlying investee companies as well as the wider market uncertainties associated with the difficult economic outlook, inflationary pressures, energy prices, Brexit, tensions in the Middle East and Russia's invasion of Ukraine. However, Shareholders should note that this level of correlation would not be the case in reality. Movements may occur in the value of both quoted and unquoted companies and result from changes in the market or alternatively as a result of assumptions made when valuing the portfolio or a combination of the two.
The impact of a change of 15% has been selected as this is considered reasonable given the current level of volatility observed both on a historical basis and market expectations for future movement. The range in equity prices is considered reasonable given the historic changes that have been observed.
| 2025 | 2024 | |
|---|---|---|
| Profit and | Profit and | |
| Net assets | Net assets | |
| If overall share prices fell by 15%, with all other variables held constant – decrease (£'000) |
(4,460) | (3,317) |
| Decrease in earnings, and net asset value, per FWT share (in pence) | (10.6)p | (10.2)p |
| 2025 | 2024 | |
| Profit and | Profit and | |
| Net assets | Net assets | |
| If overall share prices increase by 15%, with all other variables held constant – increase (£'000) |
4,460 | 3,317 |
| Increase in earnings, and net asset value, per FWT share (in pence) | 10.6p | 10.2p |
The Company's objectives when managing capital are to safeguard the Company's ability to continue as a going concern, so that it can continue to provide an adequate return to shareholders by allocating its capital to assets commensurate with the level of risk.
Since the Company is a VCT, at least 80% of the capital of the Company (as measured under the tax legislation) must be invested in the relatively high risk asset class of small UK companies within approximately three years of that capital being subscribed. The Company accordingly has limited scope to manage its capital structure in the 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, return capital to shareholders, issue new shares, or sell assets if so required to maintain a level of liquidity to remain a going concern.
It regards the net assets of the Company as the Company's capital, as the level of liabilities 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.
The Company had no committed borrowing facilities, liabilities or guarantees at 31 March 2025 or 31 March 2024, other than those shown on the balance sheet.
The fair value of the Company's financial assets and liabilities, except for investments at 31 March 2025 and 31 March 2024 are not materially different from their carrying values.
No Director has an interest in any contract to which the Company is a party. Please refer to page 40 for the Directors' remuneration tables.
Foresight Group LLP was appointed as Investment Manager in January 2020 and earned fees of £721,000 in the year ended 31 March 2025 (2024: £539,000). No performance fee was paid during the year (2024: £nil).
Foresight Group LLP is the Company Secretary (appointed in November 2017) and received accounting and company secretarial services fees of £102,000 (2024: £81,000), during the year.
At the balance sheet date there was £67,000 due to (2024: £46,000 due to) Foresight Group LLP. No amounts have been written off in the year in respect of debts due to or from the Investment Manager.
The Company had holdings in the following subsidiaries as at the year end:
| Name | Address | Principal Activity | Direct/indirect holding | Class and percentage of shares held |
|---|---|---|---|---|
| Foresight VCT (Lux) 1 S.à r.l. | 68-70 Boulevard de la Pétrusse, L-2320 Luxembourg | Investment in solar projects | Direct | Ordinary 100% |
| Foresight VCT (Lux) 2 S.à r.l. | 68-70 Boulevard de la Pétrusse, L-2320 Luxembourg | Investment in solar projects | Indirect | Ordinary 100% |
Under Section 409 of the Companies Act 2006, the Company is required to disclose specified details of its related undertakings, which are undertakings where the Company's holding amounted to 20% or more of the nominal value of any class of shares as at the year end. These are listed below. The percentage holding shown does not reflect the total percentage of all voting rights in the Company as a whole. In respect of those undertakings in which the Company is described as having an indirect holding, the class and percentage of shares held shown refers to the shares in the relevant company which are held by its parent company in which the Company has a direct holding, save where that indirect holding is described as 'Nil' where the shares in the relevant company are held in trust for the Company.
| Name | Address | Principal Activity | Direct/indirect holding | Class and percentage of shares held |
|---|---|---|---|---|
| Audioscenic Limited | Suite A, Epsilon House Enterprise Road, Southampton, SO16 7NS | Manufacturer of consumer electronics |
Direct | A Ordinary Shares 23%, B Ordinary Shares 27% |
| Cavero Quantum Limited | Nexus, Discovery Way, Leeds, England, LS2 3AA | Quantum Security Products | Direct | A Ordinary Shares 25% |
| dRISK Inc | 130 W. Union Street, Pasadena, CA, 91103, USA | Other business support service activities |
Direct | Series Seed-2 Preferred Stock 28% |
| Forefront RF Limited | Jeffreys Building, Suites 4 & 5 St Johns Innovation Park, Cowley Road, Cambridge, United Kingdom, CB4 0DS |
Manufacturer of electronic components |
Direct | D-1 Ordinary Shares 20% |
| Foresight Luxembourg Solar 2 S.à.r.l. |
68-70 Boulevard de la Pétrusse, L-2320 Luxembourg | Investment in solar projects | Direct | Ordinary 28% |
| Name | Address | Principal Activity | Direct/indirect holding | Class and percentage of shares held |
|---|---|---|---|---|
| Illumion Limited | 3rd Floor, 1 Ashley Road, Altrincham, Cheshire, WA14 2DT | Energy Storage | Direct | A Ordinary Shares 28% |
| Kognitiv Spark Inc | 40 Crowther Lane, 2nd Floor Fredericton, New Brunswick, Canada | Remote worker support software | Direct | C Ordinary Shares 27% |
| Living Optics Limited | 46 Woodstock Road, Oxford, United Kingdom, OX2 6HT | Manufacturer of hyperspectral cameras |
Direct | A Ordinary Shares 83% |
| Opsydia Limited | 9400 Garsington Road, Oxford Business Park, Oxford, United Kingdom, OX4 2HN | Research and experimental development on natural sciences and engineering |
Direct | A Ordinary Shares 31% |
| Previsico Limited | Atic 5 Oakwood Drive, Loughborough University, LE11 3QF | Other professional, scientific and technical activities |
Direct | A Ordinary Shares 24% B Ordinary Shares 27% |
| uFraction8 Limited | Suite 1/14 45 Vicar Street, Falkirk, Scotland, FK1 1LL | Manufacturer of electronic industrial process control equipment |
Direct | A Ordinary Shares 27% |
| Xim Limited | The University Of Southampton Science Park Venture Road, Chilworth, Southampton, Hampshire, England, SO16 7NP |
Business and Domestic Software Development |
Direct | A Ordinary Shares 25% |
| Zero Point Motion Limited |
1 Cathedral Square, Bristol, BS1 5DD | Manufacturer of optical preci sion instruments |
Direct | A Ordinary Shares 20% |
Following the year end under the offer for subscription to raise up to £15 million (with an overallotment facility to raise up to a further £10 million), the Company issued a total of 3,022,481 shares based on unaudited NAV's ranging from 91.4p to 97.2p per share.
Between the year end and the date of this report, the FWT shares invested a total of £3.2 million across one new and three existing investee companies, bringing total deployment to £33.2 million.
Notice is hereby given that the Annual General Meeting of Foresight Technology VCT plc (the "Company") will be held at the offices of Foresight Group LLP, The Shard, 32 London Bridge Street, London, SE1 9SG at 12.30pm on 18 September 2025 (the "AGM") for the transaction of the following business:
If you intend to attend the AGM, please also notify us by email to [email protected] in case there are any changes to arrangements that need to be communicated at short notice.
As Ordinary Business, to consider and, if thought fit, pass the following resolutions which will be proposed as:
| Resolution 1 | To receive the Report and Accounts of the Company for the year ended 31 March 2025, together with the Independent Auditors' Report thereon. |
|---|---|
| Resolution 2 | To approve the Directors' Remuneration Report. |
| Resolution 3 | To approve the Directors' Remuneration Policy. |
| Resolution 4 | To re-elect Ernie Richardson as a Director. |
| Resolution 5 | To re-elect Carol Thompson as a Director. |
| Resolution 6 | To re-elect Tim Dowlen as a Director. |
| Resolution 7 | To reappoint Deloitte LLP as auditor of the Company and to authorise the Directors to determine their remuneration. |
| Resolution 8 | That, in addition to all existing authorities, the directors be and they are authorised to allot relevant securities generally, in accordance with Section 551 of the Companies Act 2006, up to a nominal amount of £390,000 (representing approximately 87% of the current issued ordinary share capital) provided that the authority and power conferred by this Resolution 8 will expire on the fifth anniversary of the passing of this resolution. |
Resolution 9 9. That, the Directors of the Company be and hereby are empowered pursuant to Section 570(1) of the CA 2006 to allot or make offers to or agreements to allot equity securities (which expression shall have the meaning ascribed to it in Section 560(1) of the CA 2006) for cash pursuant to the authority given pursuant to resolution 8 above, as if Section 561(1) of the CA 2006 (pre-emption rights) did not apply to such allotment, provided that the power provided by this resolution shall expire on the conclusion of the next Annual General Meeting of the Company held after the passing of this resolution (unless renewed, varied or revoked by the Company in general meeting) but so that this authority shall allow the Company to make before the expiry of this authority offers or agreements which would or might require equity securities to be allotted after such expiry.
| Resolution 10 | That, in addition to 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 provided that: |
|---|---|
| (i) the aggregate number of shares to be purchased shall not exceed 6,755,706 FWT Shares or, if lower such number of shares rounded down to the nearest whole share as shall equal 14.99% of the Company's FWT Shares in issue at the date of passing this resolution; |
|
| (ii) the minimum price which may be paid for a share is 1 pence (the nominal value thereof); | |
| (iii) the maximum price which may be paid for shares is the higher of (1) an amount equal to 105% of the average of the middle market quotation for such class of shares, taken from the Daily Official List of the London Stock Exchange for the five business days immediately preceding the day on which the shares are purchased, and (2) the amount stipulated by Article 5(6) of the Market Abuse Regulation |
|
| (iv) the Company may make a contract to purchase its own shares under this authority prior to the expiry of this authority, and such contract will or may be executed wholly or partly after the expiry of this authority, and the Company may make a purchase of its own shares in persuance of any such contract; and this power, unless previously varied, revoked or renewd, shall come to an end at the conclusion of the Annual General Meeting of the Company next following the passing of this resolution or, if earlier, on the expiry of 15 months from the passing of this resolution. |
|
| Resolution 11 | THAT the Company be and is hereby generally and unconditionally authorised to hold general meetings (other than Annual General Meetings) on 14 clear days' notice. |
By order of the Board
Company Secretary The Shard 32 London Bridge Street London SE1 9SG 31 July 2025
Note:
Information regarding the Annual General Meeting, including the information required by section 311A of the CA 2006, is available from www.foresightgroup.eu.
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.
To be entitled to attend and vote at the meeting (and for the purposes of the determination by the Company of the votes they may cast), members must be registered in the Register of Members of the Company at 10.00pm on 16 September 2025 (or, in the event of any adjournment, 10.00pm on the date which is two (excluding non-business days) days before the time of the adjourned meeting). Changes to the Register of Members of the Company after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.
A member entitled to attend and vote at the meeting is entitled to appoint a proxy or proxies to attend, speak and vote on his or her behalf. A proxy need not also be a member but must attend the meeting to represent you. Details of how to appoint the chairman 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 chairman) and give your instructions directly to them.
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 707 4017. 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.
As at the publication of this notice, the Company's issued share capital was 45,068,086 FWT Shares, carrying one vote each and 34,046,589 non-voting Deferred Convertible Preference Share. Therefore, the total voting rights in the Company as at the date of this notice is 45,068,086.
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 him/her and the member by whom he/she was 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, he/ she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.
Information regarding the meeting, including the information required by Section 311A of the Companies Act 2006, is available from www.foresightgroup.eu.
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 his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting.
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 in Note 3 above. 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 him 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 his 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.
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.
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 auditors 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.
The average of the discount applied to the price of a share buyback against the Net Asset Value per share.
Discounted Cash Flow
The movement in the published NAV per share between financial years, the published NAV per share was 91.4p (2024: 98.8p) being a movement of (7.5%) (2024: (3.9)%) when compared to the years previous.
Foresight Group LLP is the Investment Manager of the Company.
References to the "Investment Manager" or the "Manager" throughout this report refer to the activities of Foresight Group LLP and, in relation to activities prior to 27 January 2020 when the investment management and administration arrangements were novated from Foresight Group CI Limited to the Investment Manager, include the activities of Foresight Group CI Limited when acting as the Company's previous manager.
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.
The sum of the published NAV per share plus all dividends paid per share (for the relevant share class) over the lifetime of the Company.
For the Company, the published NAV per share was 91.4p (2024: 98.8p) and the dividends per FWT share since launch was nil (2024: nil), thereby giving a NAV total return per FWT Share of 91.4p (2024: 98.8p).
Power Price Agreement
PPA
The annualised sum of expenditure incurred in the ordinary course of business being £1.2 million (2024: £0.96 million) expressed as a percentage of the average Company Net Asset Value of £36.4 million (2024: £28.3 million).
A Qualifying Holding consists of shares or securities first issued to the VCT (and held by it ever since) by a company satisfying certain conditions. The conditions are detailed but include that the company must be a Qualifying Company under the VCT Rules which requires, amongst other things, that it has gross assets not exceeding £15 million immediately before and £16 million immediately after the investment, employs the money raised for the purposes of a qualifying trade within a certain time period and is not controlled by another company. Additionally, in any twelve month period the company can receive no more than £5 million from VCT funds and Enterprise Investment Schemes, and any other European State-aided risk capital source. The company must have fewer than 250 full time (or equivalent) employees at the time of making the investment. VCT funds raised after 5 April 2012 cannot be used by a Qualifying Company to fund the purchase of shares in another company. Funds raised after 5th April 2017 cannot be invested in companies which generate or export electricity, heat or energy and, after the date of Royal Assent to Finance Act 2017-18, may only be invested in companies which satisfy a new risk-to-capital condition which requires that at the time of investment it is reasonable to conclude there is a significant risk that there will be a loss of capital of an amount greater than the net investment return.
The sum of the current share price plus all dividends paid per share. This allows performance comparisons to be made between VCTs.
For the Company, the share price at year end was 95.0p (2024: 100.0p) and the dividends per FWT share since launch was nil (2024: nil), thereby giving a share price total return per FWT Share of 95.0p (2024: 100.0p).
A (discount)/premium to NAV is the percentage by which the mid-market share price of the Company is (lower than)/higher than the net asset value per share. For the FWT Shares, the share price at the year end was 95.0p (2024: 100.0p) compared to the NAV of 91.4p (2024: 98.8p), giving a premium of 3.9% (2024: premium of 1.2%).
A Venture Capital Trust as defined in the Income Tax Act 2007.
The provisions of Part 6 of the Income Tax Act 2007, statutory instruments made thereunder and prevailing guidelines, custom and practise of HMRC all of which are subject to change from time to time.
Notes


07289280
Ernie Richardson (Chairman) Tim Dowlen Carol Thompson
Foresight Group LLP The Shard 32 London Bridge Street London SE1 9SG
Foresight Group LLP The Shard 32 London Bridge Street London SE1 9SG
Deloitte LLP Union Plaza 1 Union Wynd Aberdeen AB10 1SL
Blick Rothenberg Limited 16 Great Queen Street Covent Garden London WC2B 5AH
70 Colombo Street South Bank London SE1 8PB
Computershare Investor Services plc The Pavilions Bridgwater Road Bristol BS99 6ZZ
Panmure Liberum Level 12 Ropemaker Place 25 Ropemaker Street London EC2Y 9LY
Important information:
The Company currently conducts its affairs so that the shares issued by Foresight Technology VCT Plc 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.
This Annual Report is printed on Nautilus SuperWhite, a premium ecological paper with excellent whiteness boasting an environmental profile of 100% post-consumer recycled paper with FSC recycled and EU ecolabel certifications. A paper which is certified by the Forest Stewardship Council®.
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The Shard 32 London Bridge Street London SE1 9SG
www.foresightgroup.eu
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